exv10w2






Exhibit 10.2




 





AMENDED AND RESTATED CREDIT AGREEMENT




dated as of




October 13, 2009




among




INTERNATIONAL LEASE FINANCE CORPORATION, as Parent Borrower




STATES AIRCRAFT, INC., as U.S. Subsidiary Borrower,




SHREWSBURY AIRCRAFT LEASING LIMITED, as Irish Subsidiary

Borrower,




TOP AIRCRAFT, INC., as a Guarantor,




ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L. and ILFC LABUAN

LTD., as Intermediate Lessees,




AIG FUNDING, INC., as Lender,




and




WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

as Security Trustee




 






 






 









 








TABLE OF CONTENTS




 






	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE 1

	Definitions

	 
	 	 	 	 
	Section 1.01. Defined Terms
	 	 	2	 
	Section 1.02. Terms Generally
	 	 	33	 
	Section 1.03. Accounting Terms; Changes in GAAP
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 2

	The Credits

	 
	 	 	 	 
	Section 2.01. [Intentionally Omitted]
	 	 	33	 
	Section 2.02. [Intentionally Omitted]
	 	 	34	 
	Section 2.03. [Intentionally Omitted]
	 	 	34	 
	Section 2.04. Interest
	 	 	34	 
	Section 2.05. Payment at Maturity; Evidence of Debt
	 	 	34	 
	Section 2.06. [Intentionally Omitted]
	 	 	35	 
	Section 2.07. Optional and Mandatory Prepayments
	 	 	35	 
	Section 2.08. [Intentionally Omitted]
	 	 	37	 
	Section 2.09. Taxes
	 	 	37	 
	Section 2.10. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	39	 
	Section 2.11. Collection Accounts
	 	 	39	 
	Section 2.12. Transfer of Pool Aircraft to Another Borrower; Removal of Pool
Aircraft from the Designated Pool; Intermediate Lessees; Designated Borrowers
	 	 	40	 
	Section 2.13. Restructuring
	 	 	48	 
	Section 2.14. Release Of Initial Intermediate Lessees
	 	 	48	 
	Section 2.15. Release Of Supplemental Pool Aircraft From The Designated Pool
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 3

	Representations and Warranties

	 
	 	 	 	 
	Section 3.01. Organization, etc.
	 	 	49	 
	Section 3.02. Authorization; Consents; No Conflict
	 	 	49	 
	Section 3.03. Validity and Binding Nature
	 	 	50	 
	Section 3.04. Financial Statements
	 	 	50	 
	Section 3.05. Litigation and Contingent Liabilities
	 	 	50	 
	Section 3.06. Security Interest
	 	 	50	 






ii 









 






	 	 	 	 	 
	 	 	Page	 
	Section 3.07. Employee Benefit Plans
	 	 	51	 
	Section 3.08. Labor Matters
	 	 	52	 
	Section 3.09. Investment Company Act
	 	 	52	 
	Section 3.10. Regulation U
	 	 	53	 
	Section 3.11. Information
	 	 	53	 
	Section 3.12. Compliance with Applicable Laws, etc.
	 	 	53	 
	Section 3.13. Insurance
	 	 	53	 
	Section 3.14. Taxes
	 	 	54	 
	Section 3.15. Borrower Information
	 	 	54	 
	Section 3.16. Solvency
	 	 	54	 
	Section 3.17. Sanctions
	 	 	54	 
	Section 3.18. Depositary Banks
	 	 	55	 
	Section 3.19. Description of Aircraft and Leases
	 	 	55	 
	Section 3.20. Withholding Tax
	 	 	55	 
	 
	 	 	 	 
	ARTICLE 4

	Conditions

	 
	 	 	 	 
	Section 4.01. Amendment Effective Date
	 	 	56	 
	Section 4.02. Consequences of Effectiveness
	 	 	60	 
	Section 4.03. Quiet Enjoyment Letters
	 	 	60	 
	 
	 	 	 	 
	ARTICLE 5

	Covenants

	 
	 	 	 	 
	Section 5.01. Legal Existence and Good Standing
	 	 	61	 
	Section 5.02. Protection of Security Interest of the Lender
	 	 	61	 
	Section 5.03. Other Liens or Interests
	 	 	62	 
	Section 5.04. Burdensome Agreements
	 	 	63	 
	Section 5.05. Ownership, Operation and Leasing of Pool Aircraft
	 	 	63	 
	Section 5.06. Limitation on Disposition of Aircraft
	 	 	63	 
	Section 5.07. Extension, Amendment or Replacement of Leases
	 	 	64	 
	Section 5.08. Representations Regarding Operation
	 	 	64	 
	Section 5.09. Compliance with Laws, Etc.
	 	 	64	 
	Section 5.10. Notice of Adverse Claim or Loss
	 	 	65	 
	Section 5.11. Reporting Requirements
	 	 	65	 
	Section 5.12. Limitation on Engaging in Business Activities
	 	 	68	 
	Section 5.13. Limitation on Transactions with Affiliates
	 	 	68	 
	Section 5.14. [Intentionally Omitted]
	 	 	68	 
	Section 5.15. Limitation on Capital Expenditures
	 	 	69	 
	Section 5.16. Limitation on Certain Restrictions on Subsidiaries
	 	 	69	 
	Section 5.17. Audits; Inspections
	 	 	70	 
	Section 5.18. Margin Regulations
	 	 	70	 
	Section 5.19. Insurance
	 	 	70	 
	Section 5.20. UNSC, EU and United States Sanctions and Export Restrictions
	 	 	70	 






iii 









 






	 	 	 	 	 
	 	 	Page	 
	Section 5.21. Sanctions
	 	 	71	 
	Section 5.22. Loan-to-Value Ratio
	 	 	71	 
	Section 5.23. Indebtedness
	 	 	72	 
	Section 5.24. In General
	 	 	72	 
	Section 5.25. Mergers, Consolidations and Sales of Assets
	 	 	73	 
	Section 5.26. Separateness of SPCs and Qualifications of Irish SPCs
	 	 	73	 
	Section 5.27. Transfer of Leases
	 	 	75	 
	Section 5.28. Compliance with Parent Facility
	 	 	75	 
	Section 5.29. Post-Amendment Effective Date Ownership
	 	 	75	 
	 
	 	 	 	 
	ARTICLE 6

	Events of Default

	 
	 	 	 	 
	ARTICLE 7

	Guaranty

	 
	 	 	 	 
	Section 7.01. Guaranty
	 	 	78	 
	Section 7.02. Contribution
	 	 	78	 
	Section 7.03. Guaranty Absolute
	 	 	78	 
	Section 7.04. Waiver and Acknowledgments
	 	 	80	 
	Section 7.05. Subrogation
	 	 	81	 
	Section 7.06. Payment Free and Clear of Taxes
	 	 	81	 
	Section 7.07. No Waiver; Remedies
	 	 	82	 
	Section 7.08. Continuing Guaranty
	 	 	82	 
	Section 7.09. Subordination of Certain Intercompany Indebtedness
	 	 	82	 
	Section 7.10. Limit of Liability
	 	 	82	 
	 
	 	 	 	 
	ARTICLE 8

	Miscellaneous

	 
	 	 	 	 
	Section 8.01. Notices
	 	 	83	 
	Section 8.02. Waivers; Amendments
	 	 	83	 
	Section 8.03. Expenses; Indemnity; Damage Waiver
	 	 	84	 
	Section 8.04. Successors and Assigns
	 	 	86	 
	Section 8.05. Survival
	 	 	86	 
	Section 8.06. Counterparts; Integration; Effectiveness
	 	 	86	 
	Section 8.07. Severability
	 	 	87	 
	Section 8.08. Applicable Law
	 	 	87	 
	Section 8.09. Jurisdiction; Consent to Service of Process
	 	 	87	 
	Section 8.10. WAIVER OF JURY TRIAL
	 	 	88	 
	Section 8.11. Headings
	 	 	88	 
	Section 8.12. Confidentiality
	 	 	88	 
	Section 8.13. Interest Rate Limitation
	 	 	89	 
	Section 8.14. USA Patriot Act
	 	 	89	 
	Section 8.15. Third Party Beneficiary
	 	 	89	 






iv 









 






SCHEDULES:




Schedule 1.01(a) — Material Agreements

Schedule 1.01(b) — Required Pool Aircraft

Schedule 2.11 — Collection Accounts

Schedule 3.06 — Permitted Liens

Schedule 3.15 — Borrower Party Information

Schedule 3.19(a) — Pool Aircraft

Schedule 3.19(b) — Leases

Schedule 3.19(c) — Supplemental Pool Aircraft

Schedule 3.19(d) — Supplemental Pool Aircraft Leases

Schedule 5.04 — Existing Burdensome Agreements




EXHIBITS:




Exhibit A — Form of Deposit Account Control Agreement

Exhibit B — Form of Lease

Exhibit C — Form of Monthly Report

Exhibit D — [Reserved]

Exhibit E — Form of Mortgage

Exhibit F — Form of Designated Borrower/Intermediate Lessee Request and Assumption Agreement

Exhibit G-1A — Form of Opinion of Clifford Chance US LLP

Exhibit G-1B — Form of Opinion of In-House Counsel to the Parent Borrower

Exhibit G-1C — Form of Opinion of A&L Goodbody

Exhibit G-1D — Form of Opinion of White & Case

Exhibit G-1E — Form of Opinion of Zul Rafique & partners

Exhibit G-2 — Form of Opinion of Daugherty, Fowler, Peregrin, Haught & Jenson

Exhibit H — Form of Borrower Party Guarantee

Exhibit I — Form of Note

Exhibit J — Form of Qualifying Lender Certificate

Exhibit K — Form of Charge Over Shares of Irish Subsidiary Borrower




ANNEXES:




Annex 1 — Prohibited Countries

Annex 2 — Core Lease Provisions

Annex 3 — Regions




v 









 





     AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 13, 2009 among
International Lease Finance Corporation, a California corporation (the “Parent Borrower”), States
Aircraft, Inc., a California corporation (the “U.S. Subsidiary Borrower”), Shrewsbury Aircraft
Leasing Limited, a private limited liability company incorporated under the laws of Ireland (the
“Irish Subsidiary Borrower”), certain Subsidiaries of the Parent Borrower party hereto pursuant to
Section 2.12(d) (each, a “Designated Borrower” and together with the Parent Borrower, the U.S.
Subsidiary Borrower and the Irish Subsidiary Borrower, the “Borrowers” and each, a “Borrower”), Top
Aircraft, Inc., a California corporation (“Holdings”), ILFC Ireland Limited, a private limited
liability company incorporated under the laws of Ireland (the “Irish Initial Intermediate Lessee”),
ILFC France S.a.r.l., a French société à responsabilité limitée (the “French Initial Intermediate
Lessee”), and ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the
Offshore Companies Act 1990 of Malaysia (the “Labuan Initial Intermediate Lessee”), certain
Intermediate Lessees party hereto pursuant to Section 2.12(c), AIG Funding, Inc., as lender (the
“Lender”), and Wells Fargo Bank Northwest, National Association, as Security Trustee.



     WHEREAS, the Parent Borrower entered into (i) the Demand Note Agreement dated as of March 9,
2009 (the “Existing Loan I Documentation”) with the Lender, pursuant to which the Lender extended
credit to the Parent Borrower in the principal amount of $800,000,000 (the “Existing Loan I”) and
(ii) the Demand Note Agreement dated as of March 26, 2009 (the “Existing Loan II Documentation”;
and together with the Existing Loan I Documentation, the “Existing Loan Documentation”) with the
Lender, pursuant to which the Lender extended credit to the Parent Borrower in the principal amount
of $900,000,000 (the “Existing Loan II”; and together with the Existing Loan I, the “Existing
Loans”);



     WHEREAS, the parties hereto have agreed to amend and restate the Existing Loan Documentation
as provide in this Agreement, to, among other things, (i) extend the maturity date of the Existing
Loans and (ii) permit the addition of the Non-Parent Borrowers as borrowers hereunder to facilitate
a restructuring of the Loans after the Amendment Effective Date;



     WHEREAS, each of the U.S. Subsidiary Borrower and the Irish Subsidiary Borrower are wholly
owned subsidiaries of Holdings, and Holdings is willing to guarantee the Obligations of the
Borrowers and to secure its Guaranteed Obligations by granting Liens on the Equity Interests in
each of the U.S. Subsidiary Borrower and the Irish Subsidiary Borrower and in any other Subsidiary
it may hold from time to time and all of its other assets to the Security Trustee, for the benefit
of the Secured Parties, as provided in the Security Documents;



 









 





     WHEREAS, each of the Irish Initial Intermediate Lessee, the French Initial Intermediate Lessee
and the Labuan Initial Intermediate Lessee is a wholly owned subsidiary of the Parent Borrower, and
each is willing to guarantee the Obligations of the Borrowers and to secure its Guaranteed
Obligations by granting Liens on all of its assets relating to the Pool Aircraft to the Security
Trustee for the benefit of the Secured Parties, as provided in the Security Documents;



     WHEREAS, the Lender is not willing to amend and restate the Existing Loan Documentation unless
the foregoing Obligations of the Borrowers are guaranteed and secured as described above;



     WHEREAS, the parties hereto agree that the amendment and restatement of the Existing Loan
Documentation constitutes new value given to the Borrower Parties (including for the purposes of
Section 547(c)(1) and (c)(4) of the United States Bankruptcy Code);



     WHEREAS, it is the intent of the parties hereto that this Agreement amend and restate in its
entirety the Existing Loan Documentation and the Parent Borrower’s obligations thereunder;



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE 1

Definitions




     Section 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



     “Additional Charge Over Shares” means any charge over shares or other Equity Interests by any
Borrower Party in favor of the Security Trustees, for the benefit of the Secured Parties (as
defined in the Mortgage), with respect to the shares of any Designated Borrower or Intermediate
Lessee not organized under the laws of the United States and formed after the Amendment Effective
Date, in form and substance satisfactory to the Parent Borrower and the Required Persons (in each
case, as amended, restated, amended and restated, supplemented or otherwise modified from time to
time).



     “Adverse Claim” means any Lien or any claim of ownership or other property right, other than
Permitted Liens.



     “Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with such specified Person.



2









 





     “Airbus Aircraft” means any Aircraft with a designation of “A319”, “A320”, “A321”, “A330” or
“A340”.



     “Aircraft” means the Pool Aircraft and the Non-Pool Aircraft.



     “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) and (i)
of Section 2.01(A) of the Mortgage.



     “Aircraft Objects” has the meaning set forth in the Mortgage.



     “Amendment Effective Date” means the date on which each of the conditions specified in Section
4.01 is satisfied (or waived in accordance with Section 8.02).



     “Applicable Foreign Aviation Law” means, with respect to any Aircraft, any applicable law,
rule or regulation (other than the FAA Act) of any Government Authority of any jurisdiction not
included in the United States or in any state, territory or possession of the United States
governing the registration, ownership, operation, or leasing of all or any part of such Aircraft,
or the creation, recordation, maintenance, perfection or priority of Liens on all or any part of
such Aircraft.



     “Applicable Margin” means 3.025% per annum; provided, however, that if the
Required Perfection Date has not occurred by December 1, 2009, the Applicable Margin shall be 6.025%
per annum until the Required Perfection Date has occurred.



     “Applicable Obligor” means any Person obligated to make a payment to a Borrower Party which,
when paid, qualifies or would qualify as a Collection.



     “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 Current Market 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.



     “Appraisal Date” means each sixth-month anniversary of the Amendment Effective Date.



3









 





     “Appraised Value” means, with respect to any Pool Aircraft as of any LTV Determination Date,
the value of such Pool Aircraft as of such date, calculated by averaging the most recent Appraisals
conducted with respect to such
Pool Aircraft pursuant to Section 5.11(a)(x); provided that notwithstanding any
Appraisal to the contrary (a) any Pool Aircraft (i) which, as of any date, (A) is the subject of
Lessee Litigation as of such date, (B) is subject to a Lease with respect to which a Lessee Default
has occurred and is continuing, (C) is subject to a lease that is not an Eligible Lease, or (D) is
Owned by a Borrower Party that is subject to a Specified Representation Deficiency pursuant to
Section 2.12(h) that is continuing as of such date or (ii) as to which the Express Perfection
Requirements are not satisfied, shall be deemed to have an Appraised Value of $0.00 as of such date
(provided that, for purposes of calculating the Loan-to-Value Ratio on the Effective Date, clause
(ii) shall not apply to the Supplemental Pool Aircraft and the
Required Pool Aircraft) and (b) any
Pool Aircraft which, as of any date, is subject to a contract providing for the consummation of a
sale of such Pool Aircraft within six months of such date, shall be valued as of such date at the
purchase price to be paid to the applicable Borrower pursuant to such contract.



     “Assigned Leases” has the meaning set forth in the Mortgage.



     “Boeing Aircraft” means any Aircraft with a designation of “737”, “777” or “787”.



     “Borrower” and “Borrowers” have the meanings specified in the introductory paragraph of this
Agreement.



     “Borrower Parties” means each Borrower, Holdings and each Intermediate Lessee.



     “Borrower Party Guarantee” means the Third Lien Borrower Party Guarantee Agreement dated as of
October 13, 2009 by each Borrower Party in favor of the FRBNY, substantially in the form of Exhibit
H hereto, together with any guarantee supplement delivered pursuant to Section 2.12(c) or Section
2.12(d) (in each case, as amended, restated, amended and restated, supplemented or otherwise
modified from time to time).



     “Bringdown Report Date” means each date on which a Monthly Report is delivered for the months
of March, June, September and December.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City or Los Angeles are authorized or required by law to remain closed;
provided that, when used in connection with the determination of a LIBO Rate, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.



4









 





     “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).



     “Capital Expenditure” shall mean (a) additions to property, plant and equipment and other
capital expenditures of any Person that are (or should be) set forth in a consolidated statement of
cash flows of such Person for such period prepared in accordance with GAAP and (b) Capital Lease
Obligations incurred by any Person during such period, but excluding in each case (i) any such
expenditure made to restore, replace or rebuild property to the condition of such property
immediately prior to any damage, loss, destruction or condemnation of such property, to the extent
such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds
relating to any such damage, loss, destruction or condemnation and (ii) capital expenditures or
Capital Lease Obligations incurred by the Parent Borrower and its Subsidiaries with respect to
aircraft and aircraft-related equipment.



     “Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



     A “Change in Control” shall be deemed to have occurred if (i) Parent shall cease to own
beneficially, directly or indirectly, 100% of all the Equity Interests of the Parent Borrower, (ii)
the Parent Borrower shall cease to own beneficially and directly, 100% of all the Equity Interests
in Holdings, (iii) except to the extent of the Local Requirements Exception or as otherwise
permitted in Section 2.12(b), Holdings shall cease to own beneficially and directly, 100% of all
the Equity Interests in each Non-Parent Borrower or (iv) except to the extent of the Local
Requirements Exception or as otherwise permitted in Section 2.12(b), 100% of all the Equity
Interests in each Intermediate Lessee shall cease to be owned beneficially and directly by a
Borrower Party.



     “Charge Over Shares of Irish Subsidiary Borrower” means the Charge Over Shares by Holdings in
favor of the Security Trustees, for the benefit of the Secured Parties (as defined in the
Mortgage), with respect to the shares of the Irish Subsidiary Borrower, substantially in the form
of Exhibit K hereto (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time).



     “Charges” has the meaning set forth in Section 8.13.



5









 





     “Charges Over Shares” means the Charge Over Shares of the Irish Subsidiary Borrower and each
Additional Charge Over Shares.







     “Code” means the Internal Revenue Code of 1986, as amended.



     “Collateral” has the meaning assigned to such term in the Mortgage.



     “Collateral Supplement” has the meaning set forth in the Mortgage.



     “Collections” means (i) any and all rent payments, in respect of any and all Pool Aircraft
collected under the Leases of such Pool Aircraft excluding (a) except as otherwise
provided in clause (iii) below, Security Deposit payments made by the applicable Lessees and
required by the terms of the related Lease to be held in a segregated account and (b) any and all
payments received by a Borrower Party as indemnification payments except to the extent that such
Borrower Party owes amounts in respect of the same claim to a Secured Party in respect of any
Aircraft Assets, (ii) any and all Net Sale Proceeds from the sale, transfer or other disposition of
any Pool Aircraft (other than a sale, transfer or other disposition from a Borrower to another
Borrower if such Pool Aircraft remains a Pool Aircraft after such sale, transfer or other
disposition), (iii) the portion of Security Deposits applied against rent payments, (iv) any
proceeds from any guarantees, letters of credit or similar arrangements related to any and all
Leases with respect to any and all Pool Aircraft supporting the obligations described in clauses
(i) through (iii) above, and (v) any proceeds from any insurance (other than liability insurance)
with respect to any and all Pool Aircraft, excluding insurance proceeds (A) to the extent required
under a Lease to be paid over to the related Lessee or a third party maintenance provider, repairer
or similar Person or (B) in respect of an Aircraft Asset in an amount equal to expenses paid or to
be paid by a Borrower Party for repairs or otherwise in respect of such Aircraft Asset.



     “Collection Accounts” has the meaning specified in Section 2.11(a).



     “Concentration Limit by Region” means the Concentration Limit by Region Percentage cannot
exceed (i) with respect to the “Asia and Pacific”



6









 







Region, 60%, (ii) with respect to the “Europe”
Region, 50%, (iii) with respect to the “Americas” Region, 30%, (iv) with respect to the “Middle
East” Region, 30% and (v) with respect to the “Africa” Region, 10%.



     “Concentration Limit by Region Percentage” means, with respect to all Lessees based or
domiciled in all countries in all Regions, as of any date of determination, the percentage
represented by the quotient obtained by dividing (a)
the sum of the most recent aggregate Appraised Value of all Pool Aircraft leased by all
Lessees based or domiciled in all countries in such applicable Region, as of such date of
determination; by (b) the sum of the most recent aggregate Appraised Value of all Pool Aircraft as
of such date of determination.



     “Concentration Limit by Type” means the Concentration Limit by Type Percentage cannot exceed
(i) with respect to A319-100, 25%, (ii) with respect to A320-200, 30%, (iii) with respect to
A321-200, 10%, (iv) with respect to A330-200/300, 15%, (v) with respect to A340-600, 5% (vi) with
respect to B737-700/800, 45%, (vii) with respect to B777-200ER/300ER, 35% and (viii) with respect
to B787-800, 10%.



     “Concentration Limit by Type Percentage” means, with respect to all Pool Aircraft of all
Types, as of any date of determination, the percentage represented by the quotient obtained by
dividing (a) the sum of the most recent aggregate Appraised Value of all Pool Aircraft of such
applicable Type, as of such date of determination; by (b) the sum of the most recent aggregate
Appraised Value of all Pool Aircraft as of such date of determination.



     “Control” means possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.



     “Control Agreements” means all deposit account control agreements, security deeds over bank
accounts or similar agreements entered into with respect to the Collection Accounts.



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



     “Core Lease Provisions” means the Core Lease Provisions set forth in Annex 2 hereto.



     “Current Market Value” means, with respect to a Pool Aircraft, the amount, expressed in
dollars, that may reasonably be expected for property exchanged between a willing buyer and a
willing seller with equity to both,



7









 







neither under any compulsion to buy or sell and both fully
aware of all relevant, reasonably ascertainable facts.



     “Default” means any event or condition which constitutes an Event of Default or which upon
notice, lapse of time or both would, unless cured or waived, become an Event of Default.



     “Deposit Account Control Agreement” means (i) with respect to a deposit account maintained in
the United States, a deposit account control agreement, substantially in the form of Exhibit A
hereto (with any changes that
the Security Trustee shall have approved), by and among the applicable Borrower Party, the
Security Trustee and the bank at which the relevant deposit account is maintained, (ii) with
respect to a deposit account maintained in Ireland, a security deed over bank account in form and
substance satisfactory to the Security Trustee and (iii) with respect to a deposit account
maintained outside of both the United States and Ireland, an agreement sufficient to grant the
Security Trustee control over the applicable deposit account in accordance with Section 2.11, in
form and substance satisfactory to the Security Trustee.



     “Designated Borrower” has the meaning set forth in the introductory paragraph of this
Agreement.



     “Designated Borrower/Intermediate Lessee Request and Assumption Agreement” has the meaning set
forth in Section 2.12(d).



     “Designated Pool” means the pool of aircraft Owned by the Borrowers and listed on (i) Schedule
3.19(a) attached hereto, as amended, restated or supplemented from time to time pursuant to Section
5.11(a)(ix) and (ii) until the Required Perfection Date,
Schedule 3.19(c) attached hereto.



     “Disposition Event” has the meaning set forth in Section 2.07(b)(i).



     “dollars”, “Dollars” or “$” refers to lawful money of the United States.



     “DOT” means the United States Department of Transportation and any successor thereto.



     “Eligible Carrier” means any air carrier that at the time of entry by the applicable Borrower
Party (as lessor) into a lease with such air carrier (as lessee) (i) such air carrier (x) is duly
licensed to carry passengers or cargo (as such may be contemplated under the lease related to the
applicable Pool Aircraft) under all Requirements of Law, whether foreign or domestic and (y) is not
organized under the laws of or domiciled in a Prohibited Country, (ii) if such lease relates to
Pool Aircraft Owned by the Parent Borrower, such Pool Aircraft is registered in a country that has
Ratified the Cape Town Convention, and (iii) such air carrier, at



8









 







the time of entry by such
Borrower Party into such lease, is not subject to a continuing Event of Bankruptcy.



     “Eligible Lease” means (i) with respect to any lease of Pool Aircraft entered into by a
Borrower Party (as lessor) on or prior to the Amendment Effective Date, such lease (an “Initial
Lease”), (ii) with respect to the renewal or extension of an Initial Lease, a form of lease
substantially similar to such Initial Lease, and (iii) with respect to any lease of Pool Aircraft
entered into by a Borrower Party (as lessor) following the Amendment Effective Date to a lessee who
has not been a lessee under an Initial Lease, a lease substantially in the form of the Parent
Borrower’s standard form lease (attached hereto as Exhibit B) or a precedent lease between Parent
Borrower or one of its Affiliates and such lessee
or one of its Affiliates, with such modifications as are substantially 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; provided that, with respect to each of (i), (ii) and (iii), no
lease shall qualify as an “Eligible Lease” unless such lease contains the Core Lease Provisions.



     In addition, if any Lessee of a Pool Aircraft under a Lease otherwise constituting an Eligible
Lease shall cause the Parent Borrower or any Borrower Party to be in violation of Section 5.20 or
Section 5.21, such Lease shall cease to be an Eligible Lease until such violation is cured or the
relevant Lease is otherwise terminated.



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any
Governmental Authority, relating in any way to the environment, the preservation or reclamation of
natural resources, the management, release or threatened release of any Hazardous Material or
health and safety matters.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of remediation, fines, penalties or indemnities), of any Borrower
Party directly or indirectly resulting from or based on (a) violation of any Environmental Law, (b)
the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Material, (c) exposure to any Hazardous Material, (d) the release or threatened release of any
Hazardous Material into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.



9









 





     “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.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.



     “ERISA Affiliate” means any corporation, trade or business that is, along with any Borrower
Party or any of its Subsidiaries, a member of a controlled group of corporations or a controlled
group of trades or businesses, as described in sections 414(b) and 414(c), respectively, of the
Code or Section 4001 of ERISA; provided, however, as used herein at any time,
“ERISA Affiliate” excludes the Parent and any of its subsidiaries that are not a Borrower Party at
such time.



     “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day
notice period is waived), (b) the failure to satisfy the minimum funding standard with respect to a
Plan within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA), whether or not
waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303 of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan, (d) the
incurrence by any Borrower Party or any of its respective ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial
withdrawal of any Borrower Party or any of its ERISA Affiliates from any Plan or Multiemployer
Plan, (e) the receipt by any Borrower Party or any of its respective ERISA Affiliates from the PBGC
or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or
to appoint a trustee to administer any Plan, (f) a determination that any Plan is in “at risk”
status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code; (g) the filing
pursuant to Section 431 or Section 304 of ERISA of an application for the extension of any
amortization period; (h) the failure to timely make a contribution required to be made with respect
to any Plan or Multiemployer Plan that would result in the imposition of an encumbrance under
Section 412 of the Code or Section 302 of ERISA; (i) the filing of a notice to terminate any Plan
if such termination would require material additional contributions in order to be considered a
standard termination within the meaning of Section 4041(b) of ERISA; (j) the receipt by any
Borrower Party or any of its respective ERISA Affiliates of any notice, or the receipt by any
Multiemployer Plan from any Borrower Party or any of its respective ERISA Affiliates of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is,
or is expected to be, in “endangered” or “critical” status within the meaning of Section 305 of
ERISA; (k) the occurrence of a non-exempt “prohibited transaction” with respect to which any
Borrower Party or any of its respective Subsidiaries is a



10









 







“disqualified person” (within the meaning
of Section 4975 of the Code) or “party in interest” (within the meaning of Section 3(14) of ERISA)
or with respect to which any Borrower Party or any such Subsidiary could otherwise be liable; (l)
any Foreign Benefit Event; or (m) any other event or condition with respect to a Plan or
Multiemployer Plan that could reasonably be expected to result in liability of any Borrower Party
or any of its respective Subsidiaries.



     “EU” has the meaning set forth in Section 3.17.



     “Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:
(a) a case or other proceeding shall be commenced, without the application or consent of such
Person, in any court, seeking the liquidation, examination, reorganization, debt arrangement,
dissolution, winding up, or composition or readjustment of all or substantially all of the debts of
such Person, the appointment of a trustee, receiver, examiner, conservator, custodian, liquidator,
assignee, sequestrator or the like for such Person or all or substantially
all of its assets, or any similar action with respect to such Person under any law relating to
bankruptcy, insolvency, reorganization, examinership, winding up or composition or adjustment of
debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a
period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be
entered in an involuntary case under the federal bankruptcy laws or other similar laws now or
hereafter in effect; or (b) such Person shall commence a voluntary case or other proceeding under
any applicable bankruptcy, insolvency, reorganization, debt arrangement, examinership, dissolution
or other similar law now or hereafter in effect, or shall consent to the appointment of or taking
possession by a receiver, examiner, conservator, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) for such Person or for any substantial part of its
property, or shall make any general assignment for the benefit of creditors, or shall fail to, or
admit in writing its inability to, pay its debts generally as they become due, or, if a corporation
or other entity, its Board of Directors shall vote to implement any of the foregoing.



     “Event of Insecurity” means (i) the occurrence of any event or circumstance that has the
effect described in clause (b), (c) or (d) of the definition of “Material Adverse Effect” or (ii) a
material deterioration in the financial condition of the Parent Borrower or the applicable
Non-Parent Borrower, in each case in the reasonable judgment of the Security Trustee or any
Required Person.



     “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); 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



11









 







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 or, if such Lease does not so deem 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 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.



     “Events of Default” has the meaning specified in Article 6.



     “Excluded Taxes” means, with respect to any Lender Party:




     (a) income or franchise Taxes imposed on (or measured by reference to) net income,
profits or gains of such Lender Party (including for avoidance of doubt a franchise Tax
where an alternative base for the determination of such Tax is such income, profits or
gains), or Taxes on net worth or capital, in each case by the United States, or by the
jurisdiction under the laws of which such Lender Party is organized or in which its
principal office is located or, in the case of any Lender Party, in which its applicable
lending office is located, including for avoidance of doubt any political subdivision of
the United States or other jurisdiction referenced in the foregoing provisions of
clause (a); and




     (b) any branch profits taxes imposed by the United States or any similar tax imposed
by any other jurisdiction described in clause (a) above; and



12









 






     (c) any Tax which would not have been imposed if, on the date on which the payment
fell due, the Lender Party to which the payment was made was a Qualifying Lender (unless
such Lender Party had ceased to be a Qualifying Lender as a result of a change in law or
the published practice of any relevant tax authority after such Lender Party has become a
party to this Agreement); and




     (d) any Tax that would not have been imposed but for a change (in each case,
occurring after the date the applicable Borrower Party became a Borrower Party) by such
Lender Party of the location of its principal office or (in the case of the Lender) its
lending office, a change in the Lender Party’s jurisdiction of organization or Tax
residence, or activities or transactions undertaken by the Lender Party unrelated to the
transactions contemplated by the Loan Documents that cause the Lender Party to fail to
qualify for the benefit of an otherwise applicable Tax treaty; provided that such
Tax shall not include any Tax that would not have been imposed but for a change in such
Borrower Party’s jurisdiction of organization or Tax residence or jurisdictions in which
such Borrower Party has an office; and




     (d) any Tax resulting from failure by the Lender Party to comply with its obligations
under Section 2.09(e).



     “Existing Loan I” has the meaning specified in the recitals of this Agreement.



     “Existing Loan I Documentation” has the meaning specified in the recitals of this Agreement.



     “Existing Loan II” has the meaning specified in the recitals of this Agreement.



     “Existing Loan II Documentation” has the meaning specified in the recitals of this Agreement.



     “Existing Loan Documentation” has the meaning specified in the recitals of this Agreement.



     “Existing Loans” has the meaning specified in the recitals of this Agreement.



     “Express Perfection Requirements” means (i) with respect to a security interest granted under
the Mortgage by the Parent Borrower in any Aircraft Objects set forth
on Schedule 3.19(a) as in
effect on the Amendment Effective Date (other than Aircraft Objects
relating to the Required Pool
Aircraft), or in any



13









 







Aircraft
Objects added, or required to be added, to Schedule 3.19(a)
subsequent to the Amendment Effective Date which are registered in a jurisdiction which has
Ratified the Cape Town Convention, and the related Assigned Leases, the Required Cape Town
Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings and,
with respect to each Pool Aircraft whose country of registration is the United States, the
applicable FAA filings pursuant to Section 2.08(f) of the Mortgage, (ii) with respect to a security
interest granted under the Mortgage by the Parent Borrower in any Aircraft Objects relating to
Required Pool Aircraft, and the related Assigned Leases, the Required Cape Town Registrations pursuant
to Section 2.08(e) of the Mortgage, UCC Financing Statement filings and any appropriate filings
and/or recordings on the local aviation or other applicable register
in the jurisdiction of registration of the applicable Required Pool
Aircraft as any Required
Person deems necessary or advisable (in its sole discretion), (iii) with respect to a security
interest granted under the Mortgage by the Parent Borrower in any Aircraft Objects relating to a
Supplemental Cape Town Pool Aircraft, and the related Assigned Leases, the Required Cape Town
Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings and,
with respect to each Supplemental Cape Town Pool Aircraft whose country of registration is the
United States, the applicable FAA filings pursuant to Section 2.08(f) of the Mortgage, (iv) with
respect to a security interest granted under the Mortgage by the Parent Borrower in any Aircraft
Assets relating to Supplemental Non-Treaty Pool Aircraft, and the related Assigned Leases, the
Required Cape Town
Registrations pursuant to Section 2.08(e) of the Mortgage and UCC Financing Statement filings,
(v) with respect to a security interest granted under the Mortgage by the Parent Borrower in any
Aircraft Assets relating to Supplemental Geneva Pool Aircraft, and the related Assigned Leases, the
Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing
Statement filings and any appropriate filings and/or recordings on the local aviation or other
applicable register in the jurisdiction of registration of the applicable Supplemental Geneva Pool
Aircraft as any Required Person deems necessary or advisable (in its sole discretion), unless such
Aircraft Asset is transferred to a Non-Parent Borrower, in which case clause (vi) below shall
control, and (vi) with respect to a security interest granted under the Mortgage by a Non-Parent
Borrower in any Aircraft Assets and the related Assigned Leases, and assuming compliance with
Section 5.29, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC
Financing Statement filings, in the case of the Irish Subsidiary Borrower and any Designated
Borrower organized under the laws of Ireland, execution of an Irish Mortgage and filings of the
Mortgage (or Grantor Supplement), the Irish Mortgage, the relevant Charge Over Shares and any
related Control Agreement, or the particulars thereof, with the Irish Companies Registration Office
and, where applicable, the Irish Revenue Commissioners and the Irish Cape Town Registrations and in
respect of any other Borrower Party incorporated under the laws of Ireland, filings of any Security
Document entered into by such Borrower Party, or any related



14









 







Charge Over Shares, or the particulars
thereof, with the Irish Companies Registration Office and, where applicable, the Irish Revenue
Commissioners, with respect to each Pool Aircraft whose country of registration is the United
States, the applicable FAA filings pursuant to Section 2.08(f) of the Mortgage, provided
that, with respect to clause (ii), if any Secured Party (as defined in the Mortgage) determines, in
its sole discretion in connection with an Event of Insecurity, that the ability of any Security
Trustee to enforce that security interest, with or without judicial process, with the applicable
priority set forth in the Mortgage, against the applicable Non-Parent Borrower will be materially
adversely impaired if appropriate filings and/or recordings on the local aviation or other
applicable register in the jurisdiction of registration of the applicable Pool Aircraft (such local
filings and/or recordings, “Local Aviation Register Filings”) are not made, such Local Aviation
Register Filings will also be required.



     “FAA” means the Federal Aviation Administration of the United States of America and any
successor thereto.



     “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.



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so published on such
Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Lender from three Federal funds
brokers of recognized standing selected by it.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the
United States.



     “Financial Officer” means, with respect to each Borrower Party, the chief financial officer,
principal accounting officer, treasurer or controller of such Borrower Party.



     “First Lien Guarantee” means the First Lien Borrower Party Guarantee Agreement dated as of
October 13, 2009 by each Borrower Party in favor of the FRBNY, together with any guarantee
supplement thereto (in each case, as amended, restated, amended and restated, supplemented or
otherwise modified from time to time).



     “First Lien Security Trustee” has the meaning specified in the Mortgage.



15









 





     “Fiscal Quarter” means a fiscal quarter of the Parent Borrower.



     “Fiscal Year” means a fiscal year of the Parent Borrower.



     “Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the
existence of unfunded liabilities in excess of the amount permitted under any applicable law or in
excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the
failure to make the required contributions or payments, under any applicable law, on or before the
due date for such contributions or payments, (c) the receipt of a notice by a Governmental
Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a
trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency
of any such Foreign Pension Plan, (d) the incurrence of any liability by any Borrower Party or any
Subsidiary under applicable law on account of the complete or partial termination of such Foreign
Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the
occurrence of any transaction that is prohibited under any applicable law and that could reasonably
be expected to result in the incurrence of any liability by any Borrower Party or any of the
Subsidiaries, or the imposition on any Borrower Party or any of the Subsidiaries of any fine,
excise tax or penalty resulting from any noncompliance with any applicable law.



     “Foreign Pension Plan” shall mean any benefit plan that under applicable law is required to be
funded through a trust or other funding vehicle other than a trust or funding vehicle maintained
exclusively by a Governmental Authority.



     “FRBNY” means the Federal Reserve Bank of New York or any other Governmental Authority of the
United States, any trust held for the benefit of the Federal Reserve Bank of New York or such other
Governmental Authority or any limited liability company of which the Federal Reserve Bank of New
York or such other Governmental Authority is the sole member, in each case as may be designated in
writing by the Federal Reserve Bank of New York from time to time.



     “FRBNY Account” means a deposit account, account number 021081888, in the name of “FRBNY
SPECIAL OPERATIONS ACCOUNT 3”, maintained at the Federal Reserve Bank of New York, or any other
deposit account designated by the FRBNY through written notice to the Lender and the Parent
Borrower.



     “French Initial Intermediate Lessee” has the meaning specified in the introductory paragraph
of this Agreement.



     “Future Lease” means, with respect to each Pool Aircraft, any Eligible Lease as may be entered
into at any time after the Amendment Effective Date



16









 







between a Borrower Party (as lessor) or an
Intermediate Lessee and an Eligible Carrier (as lessee).



     “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 Borrower’s
independent public accountants) with the most recent audited consolidated financial statements of
the Parent Borrower and its consolidated Subsidiaries delivered to the Lender.



     “Geneva Convention” means the Convention on the International Recognition of Rights in
Aircraft signed in Geneva, Switzerland on June 19, 1948, 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).



     “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 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 Supplement” has the meaning set forth in the Mortgage.



     “Guaranteed Obligations” means in respect of the guarantee by each Borrower Party set forth in
Article 7 of this Agreement, all Obligations of each other Borrower Party, 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 7.01.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



     “Holdings” has the meaning specified in the introductory paragraph of this Agreement.



     “Indemnified Taxes” means all Taxes except Excluded Taxes.



     “Indemnitee” has the meaning specified in Section 8.03(b).



     “Initial Intermediate Lessee” means each of the Irish Initial Intermediate Lessee, the French
Initial Intermediate Lessee and the Labuan Initial Intermediate



17









 







Lessee, in each case until such
time (if any) as the Parent Borrower transfers the Equity Interest in such company to Holdings.



     “Initial Intermediate Lessee Release Date” means, with respect to any Initial Intermediate
Lessee, the first date on which an Initial Intermediate Lessee (i) no longer Owns any Collateral
and (ii) is not party to an Intermediate Lease.



     “Interest Period” means (i) with respect to the initial Interest Period, the period commencing
on the Amendment Effective Date and ending on the last Business Day of December 2009; and (ii) with
respect to each subsequent Interest Period, the period commencing on the day following the last day
of the preceding Interest Period and ending on the next Quarterly Payment Date (or, if earlier, the
Maturity Date).



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



     “Intermediate Lessee” means, in respect of any Lease of Pool Aircraft, a Person (other than a
Borrower) which, subject to the Local Requirements Exception, is wholly owned by a Borrower Party
and which the Parent Borrower may determine in accordance with the provisions of Section 2.12(c)
shall enter into a Lease as lessor with the applicable Lessee. Each Initial Intermediate Lessee
shall be an Intermediate Lessee for purposes of the Loan Documents.



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



     “Ireland” means the Republic of Ireland.



     “Irish Cape Town Registrations” means the registrations required pursuant to Clause 12.2 of
each Irish Mortgage.



     “Irish Initial Intermediate Lessee” has the meaning specified in the introductory paragraph of
this Agreement.



     “Irish Mortgage” means any mortgage over an Aircraft by a Borrower Party incorporated under
the laws of Ireland in favor of the Security Trustees, for the benefit of the Secured Parties, in
form and substance satisfactory to the Parent Borrower and the Required Persons.



     “Irish Solvency Acts” means Section 214 of the Companies Act, 1963 (as amended) and Section 2
of the Companies (Amendment) Act, 1990 (as amended by Section 5 of the Companies (Amendment) (No.
2) Act, 1999.



18









 





     “Irish Subsidiary Borrower” has the meaning specified in the introductory paragraph of this
Agreement.



     “JAA” means an associated body of the European Civil Aviation Conference representing the
civil aviation regulatory authorities of a number of European states and any agency or
instrumentality succeeding to its functions.



     “Labuan Initial Intermediate Lessee” has the meaning specified in the introductory paragraph
of this Agreement.



     “Lease”
means a lease agreement relating to any Pool Aircraft, which is
listed on (i) Schedule
3.19(b) hereto, as such schedule is supplemented (or, if not so supplemented, required to be
supplemented) pursuant to the terms hereof from time to time and (ii)
until the Required Perfection Date, Schedule 3.19(d) attached hereto, between a Borrower Party (as lessor),
and an Eligible Carrier (as 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 the Mortgage, as such practice may be required to be adjusted by
the requirements of this Agreement and the other Loan Documents, including the requirements in
respect of Collateral.



     “Lender” has the meaning specified in the introductory paragraph of this Agreement.



     “Lender Parties” means the Lender and the Security Trustee.



     “Lessee” means any lessee party to a Lease.



     “Lessee Default” means any default by the applicable Lessee in payment of three months of rent
pursuant to such Lease, and such default remains uncured for more than 120 days from the original
due date thereof.



     “Lessee Limitation Event” means that at any time immediately after giving effect to (a) the
addition of a Non-Pool Aircraft to the Designated Pool that is subject to a lease, or (b) the
leasing of a Pool Aircraft within the Designated Pool (except pursuant to any Initial Lease or any
extension or renewal thereof), any Concentration Limit by Region Percentage will exceed the related
Concentration Limit by Region; provided that any Disposition Event with respect to any Pool
Aircraft and the consequent removal of such Pool Aircraft from the Designated Pool shall not
constitute a “Lessee Limitation Event” and, following



19









 







such Disposition Event, the Concentration
Limit by Region Percentage will be reset after giving effect to such Disposition Event.



     “Lessee Litigation” means, with respect to any Lease, any litigation, claim or arbitration
proceeding or proceeding before any Governmental Authority which is pending relating to such Lease
whereby the applicable Lessee, or a Governmental Authority, has made a claim that the Lessor has
breached the Lease with resulting liability on the part of the Lessor, and such proceeding is
continuing in effect without a stay or dismissal thereof for more than 120 days.



     “LIBO Rate” means, with respect to the Loan for any Interest Period, the rate per annum equal
to the British Bankers Association LIBOR Rate (“BBA LIBOR”) for three-month deposits in Dollars
that appears on the display designated as the “Telerate Successor Page 3750”, as published by the
“Reuters Monitor Money Rates Services”, or if such display is not available, the display designated
as “BBAM 1”, as published by the “Bloomberg Financial Markets Information Services” (or, in either
case, such other page or service as may replace it for the purpose of displaying BBA LIBOR of major
banks for U.S. dollar deposits) at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period. If neither rate is available at such time for any
reason, then the “LIBO Rate” with respect to the Loan for such Interest Period shall be the
rate per annum determined by the Lender to be representative of the rate per annum at
which three-month deposits in Dollars are offered to major banks in the London interbank market in
London, England on the last day of the preceding Interest Period.



     “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.



     “Litigation Actions” means all litigation, claims and arbitration proceedings, proceedings
before any Governmental Authority or investigations which are pending or, to the knowledge of a
responsible officer of any Borrower Party, threatened against, any Borrower Party.



     “Loan” means the Existing Loans outstanding as of the date hereof. The parties hereto agree
that, as of the date hereof, the principal amount of the Loan is $1,700,000,000.



     “Loan Documents” means this Agreement, the Security Documents, the Borrower Party Guarantee
and the Note.



20









 





     “Loan Restructuring Date” means the first date on which (a) the Parent Borrower no longer Owns
any Pool Aircraft and (b) all Applicable Obligors have been directed to pay all Collections into
Collections Accounts in the name of a Borrower Party other than the Parent Borrower.



     “Loan-to-Value Ratio” means, as of any LTV Determination Date, the ratio of (i) the
outstanding principal amount of the Outstanding ILFC Loans as of such LTV Determination Date, to
(ii) the aggregate Appraised Value of all Pool Aircraft included in the Designated Pool as of such
LTV Determination Date. For the avoidance of doubt, any payment or prepayment of the Outstanding
ILFC Loans on or before the applicable LTV Determination Date shall be taken into account in the
calculation of the Loan-to-Value Ratio on such LTV Determination Date.



     “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 a Borrower or
Lessee and which do not have a Material Adverse Effect on the Collateral or any part thereof or the
security interest of the Security Trustee.



     “LTV Certificate” has the meaning specified in Section 5.11(a)(ix).



     “LTV Cure” has the meaning specified in Section 5.22(c).



     “LTV Determination Date” has the meaning set forth in Section 5.22(b).



     “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.



     “Material Adverse Effect” means (a) a material adverse effect on the business, assets,
liabilities, operations, condition (financial or otherwise), operating results or prospects of the
Borrower Parties and their Subsidiaries taken as a whole, (b) a material impairment of the ability
of the Borrower Parties taken as a whole to perform any of their respective obligations under any
Loan Document, (c) a material impairment of the totality of the rights and remedies of, or benefits
available to the Lender Parties and the FRBNY under, the Loan Documents taken as a whole or (d) a
material adverse effect on the value of the Collateral taken as a whole.



21









 





     “Material Agreement” means each of the New Loan Credit Agreement and each agreement set forth
on Schedule 1.01(a) hereto.



     “Material Indebtedness” means any indebtedness of a Borrower Party for borrowed money (other
than the Loan) in an aggregate principal amount exceeding $25,000,000. For purposes hereof, any
obligations of a Borrower in respect of the Material Agreements shall constitute “Material
Indebtedness”.



     “Maturity Date” means September 13, 2013.



     “Maximum Rate” has the meaning specified in Section 8.13.



     “Monthly Report” means the monthly report in substantially the form of Exhibit C hereto
prepared by the Parent Borrower.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Mortgage” means the Aircraft Mortgage and Security Agreement dated as of October 13, 2009 by
the Borrower Parties party thereto in favor of the Security Trustees, substantially in the form of
Exhibit E hereto, together with any mortgage supplements delivered pursuant to Section 2.12(c) or
Section 2.12(d) hereof (in each case as amended, restated, amended and restated, supplemented or
otherwise modified from time to time).



     “Multiemployer Plan” has the meaning assigned to such term in Section 3(37) of ERISA.



     “NAIC” shall mean the National Association of Insurance Commissioners or any successor
thereto, or in the absence of the National Association of Insurance Commissioners or such
successor, any other association, agency or other organization performing advisory, coordination or
other like functions among insurance departments, insurance commissioners and similar Governmental
Authorities of the various states of the United States toward the promotion of uniformity in the
practices of such Governmental Authorities.



     “Net Sale Proceeds” means the gross cash proceeds from a sale, transfer or other disposition
to a Person other than a Borrower Party actually received by
the selling Borrower Party reduced by any expense or Tax that is directly related to such
sale, transfer or other disposition and that is documented in detail reasonably acceptable to the
Required Persons.



     “New Loan” means the $2,000,000,000 term loan made by AIG Funding, Inc. to the Borrowers
pursuant to the New Loan Credit Agreement.



     “New Loan Credit Agreement” means the Credit Agreement dated as of October 13, 2009 among the
Borrower Parties, AIG Funding, Inc. and the Second



22









 







Lien Security Trustee (as amended, restated or
otherwise modified from time to time).



     “New Loan Documents” has the meaning assigned to the term “Loan Documents” in the New Loan
Credit Agreement.



     “Non-Parent Borrower” means each Borrower other than the Parent Borrower.



     “Non-Pool Aircraft” means, as of any date, any aircraft Owned by the Parent Borrower or any of
its Subsidiaries (other than any Non-Parent Borrowers) that is not included in the Designated Pool
as of such date. For the avoidance of doubt, no Non-Parent Borrower shall own any Aircraft that is
not included in the Designated Pool.



     “Note” has the meaning set forth in Section 2.05(d).



     “Obligations” means all principal of the Loan outstanding from time to time hereunder, all
interest (including Post-Petition Interest) on the Loan and all other amounts now or hereafter
payable by any Borrower Party under any Loan Document, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising.



     “OFAC” has the meaning set forth in Section 3.17.



     “Operating Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership, trust or other legally authorized
incorporated or unincorporated entity, the bylaws, memorandum and articles of association,
operating agreement, partnership agreement, limited partnership agreement, trust agreement or other
applicable documents relating to the operation, governance or management of such entity.



     “Organizational Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership, trust or other legally authorized
incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation,
memorandum of association, articles of organization, certificate of limited partnership,
certificate
of trust or other applicable organizational or charter documents relating to the creation of
such entity.



     “Other Taxes” means any and all present or future recording, stamp, documentary, excise,
transfer, sales, property or similar taxes, charges or levies arising from any payment made under
any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to,
any Loan Document.



     “Outstanding ILFC Loans” means the Loan and the New Loan.



23









 





     “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. The terms “Ownership” and “Owned by”
have a correlative meaning.



     “Parent” means American International Group, Inc.



     “Parent Facility” means the Credit Agreement dated as of September 22, 2008 between the Parent
and the FRBNY, as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, including as modified by the waivers and consents granted under the Letter Agreement
dated as of October 13, 2009 between the Parent and the FRBNY or otherwise from time to time.



     “Patriot Act” has the meaning set forth in Section 5.21(b).



     “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
or air navigation 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 created in favor of the Security Trustees, for the benefit of the
Secured Parties (as defined in the Mortgage), the Lender or



24









 







the FRBNY pursuant to the Loan
Documents and the New Loan Documents;




     (e) any Lien affecting any Pool Aircraft (other than a Lien for Taxes) arising out of
judgments or awards against any of the Borrower Parties 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; provided that,
in any case, no Event of Default has occurred and is continuing;




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




     (g) the respective rights of a Borrower Party 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 Borrower Party’s right to grant a lien on or to 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 2.19 of the Mortgage
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 Borrower, any Intermediate Lessee, any Lessee, or
other similar third party security (which does not itself result in a Lien on a Pool
Aircraft or any part thereof), provided that, any such bonding or other similar
third party
security as against any Lessee is first approved by the Required Persons, acting
reasonably;




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



25









 






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




     (m) any Eligible Lease;




     (n) any Lien resulting directly from any Third Party Event, but only for so long as
the Parent Borrower and the applicable Borrower Party are complying with the requirements
of the proviso to the last paragraph of Section 2.18(c) of the Mortgage;




     (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 a Borrower or thereafter granted in accordance with Leasing Company
Practice; and




     (p) any other Lien with the consent of the Required Persons.



     “Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity.



     “PGBC” means the Pension Guaranty Benefit Corporation.



     “Plan” means, at any date, any employee pension benefit plan (as defined in Section 3(2) of
ERISA) which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which any
Borrower Party or any ERISA Affiliate may have any liability, including any liability by reason of
having be a substantial employer within the meaning of section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069
of ERISA.



     “Pool Aircraft” means, as of any date, any aircraft Owned by any Borrower 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 time: 



     (a) the date of manufacture of each Pool Aircraft added to the Designated Pool following the
Amendment Effective Date shall be after October 31, 2004;



     (b) the aggregate Appraised Value of all Boeing Aircraft at such time shall not exceed 65% of
the aggregate Appraised Value of all Pool Aircraft at such time;



26









 





     (c) the aggregate Appraised Value of all Airbus Aircraft at such time shall not exceed 65% of
the aggregate Appraised Value of all Pool Aircraft at such time; and



     (d) each Concentration Limit by Type Percentage shall not exceed the related Concentration
Limit by Type. The parties hereto agree that the “Pool Specifications” set out above shall not be
applicable until the day following the first Appraisal Date to occur after the Amendment Effective
Date.



     “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 Borrower Parties (or would accrue but for the operation of applicable bankruptcy or
insolvency laws), whether or not such interest is allowed or allowable as a claim in any such
proceeding.



     “Prohibited Countries” has the meaning set forth in Section 3.17.



     “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 each of AVITAS, Inc., Aircraft Information Services, Inc. and
Aviation Specialist Group and any other appraisal firms selected and retained by the Parent
Borrower and approved by the Required Persons.



     “Qualifying Lender” means any Lender Party:




	 	(a)	 	which is licensed, pursuant to section 9 of the Central Bank Act 1971 of
Ireland to carry on banking business in Ireland and whose facility office is located
in Ireland and which is carrying on a bona fide banking business in Ireland for the
purposes of section 246(3) of the Taxes Consolidation Act 1997 of Ireland;
	 
	 	(b)	 	which is an authorized credit institution under the terms of the Directive
2006/48/EC of 14 June 2006 and has duly established a branch in Ireland or has made
all necessary notification to its home state competent authorities required
thereunder in relation to its intention to carry on banking business in Ireland and
such credit
institution is recognized by the Revenue Commissioners in Ireland as carrying on
a bona fide banking business in Ireland for the purposes of section 246(3) of the
Taxes Consolidation Act 1997 of Ireland and has its facility office located in
Ireland;




27









 












	 	(c)	 	which is a body corporate which is resident for the purposes of Tax
corresponding to Irish corporation tax in a territory with which Ireland has signed
(and not terminated) a double taxation treaty or in a member state of the European
Union (other than Ireland) provided that such company does not provide the
Loan through or in connection with a branch or agency in Ireland and such company
does not hold the Loan in a nominee capacity for another Person;
	 
	 	(d)	 	which is the FRBNY;
	 
	 	(e)	 	which is a body corporate which advances money in the ordinary course of a
trade which includes the lending of money to a company, provided that the
interest is paid in Ireland, the interest is taken into account in computing the
trading income of such company, and such company has complied with the notification
requirements under section 246(5) of the Taxes Consolidation Act 1997 of Ireland,
provided that such company does not hold the Loan in a nominee capacity for another
Person;
	 
	 	(f)	 	in respect of which an authorization granted by the Revenue of
Commissioners of Ireland is continuing on such date entitling the Borrowers to pay
interest to such Person without deduction of income tax, by virtue of an applicable
double tax treaty between the county in which such Person is resident for the
purposes of such treaty and Ireland, where such double taxation treaty specifies that
no withholding is to be made on interest, and provided such Person does not provide
its commitment through or in connection with a branch or agency in Ireland;
	 
	 	(g)	 	which is a qualifying company within the meaning of section 110 of the
Taxes Consolidation Act 1997 of Ireland and the interest is paid in Ireland, provided
that such company does not hold the Loan in a nominee capacity for another Person;
	 
	 	(h)	 	which is a body corporate organized or formed under the laws of the U.S.
and subject to federal tax in the U.S. on its worldwide income, provided it
is not carrying on a trade or business in Ireland through an agency or branch with
which the interest payment is connected and such company does not hold the Loan in a
nominee capacity for another Person;
	 
	 	(i)	 	which is a U.S. limited liability company, provided the members and
the ultimate recipients of the interest meet the conditions set out in (c) above and
the business conducted through such limited





28









 







	 	 	 	liability company is so structured for
market reasons and not for tax avoidance purposes and none of such limited liability
company, its members or the ultimate recipients of interest are carrying on a trade
or business in Ireland through an agency or branch with which the interest payment is
connected and such company does not hold the Loan in a nominee capacity for another
Person; or
	 
	 	(j)	 	which is an investment undertaking within the meaning of section 739B of
the Taxes Consolidation Act 1997 of Ireland and the interest is paid in Ireland
provided that such investment undertaking does not hold the Loan in a nominee
capacity for another Person.




No Lender Party shall be treated as holding the Loan in a nominee capacity for another Person as a
result of the Parent Facility, the Borrower Party Guarantee or any transactions relating thereto.




     “Qualifying Lender Certificate” means a certificate in the form set forth in Exhibit J to this
Agreement.



     “Quarterly Payment Date” means the last Business Day of each March, June, September and
December.



     “Ratify” means, in relation to ratification by any jurisdiction of the Cape Town Convention,
that any reservations made by such jurisdiction in ratifying the Cape Town Convention are
reasonably acceptable to the Required Persons, except that the Required Persons consent to the
reservations to the Cape Town Convention made by the countries of registration of the Pool Aircraft
set forth on Schedule 3.19(a) as of the Amendment Effective Date and corresponding reservations
made by other countries that ratify the Cape Town Convention after the Amendment Effective Date.
The term “Ratified” has a correlative meaning.



     “Records” means all Leases and other documents, books, records and other information
(including, without limitation, computer programs, tapes, disks, data processing software (to the
extent permitted by any applicable licenses) and related property rights) directly related to the
Leases and the Aircraft Assets related to the Pool Aircraft and the servicing thereof.



     “Region” means Americas, Asia and Pacific, Europe, Middle East and Africa. The respective
countries contained in each Region are set out in Annex 3 hereto.



     “Removed Aircraft” has the meaning set forth in Section 2.07(b).



29









 






     “Representatives” means, with respect to any specified Person, such Person’s Affiliates and
the respective directors, officers, employees, agents, attorneys, accountants and other
professional advisers of such Person and such Person’s Affiliates.



     “Required Cape Town Registrations” has the meaning set forth in the Mortgage.




     “Required
Perfection Date” means the date on which all Express
Perfection Requirements shall have been satisfied with respect to the
Required Pool Aircraft, as more fully set forth in clause (ii) of the
definition of “Express Perfection Requirements”.



     “Required Persons” means the FRBNY and the Lender.





     “Required
Pool Aircraft” means those Aircraft listed on Schedule
1.01(b) hereto.

     “Requirement of Law” means, as to any Person, any law, treaty, rule, order or regulation or
determination of a regulatory authority or arbitrator or a court or other Government Authority, in
each case 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.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



     “Sanctions” has the meaning set forth in Section 3.17.



     “Second Lien Security Trustee” has the meaning specified in the Mortgage.



     “Secured Obligations” has the meaning set forth in the Mortgage.



     “Secured Parties” has the meaning assigned to the term “Fourth Lien Secured Parties” in the
Mortgage.



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



     “Security Documents” means the Mortgage, the Control Agreements, the Charges Over Shares, the
Irish Mortgages and each other agreement, supplement, instrument or document executed and delivered
pursuant to Section 2.12 or Section 5.02 to secure any of the Obligations.



     “Security Trustee” has the meaning assigned to the term “Fourth Lien Security Trustee” in the
Mortgage.



     “Security Trustees” means the First Lien Security Trustee, the Second Lien Security Trustee,
the Third Lien Security Trustee and the Security Trustee.



30









 





     “SPC” means the Irish Subsidiary Borrower, the US Subsidiary Borrower and any other entity
wholly owned (except to the extent of the Local Requirements Exception) by a Borrower or Holdings
and established following
the Amendment Effective Date for the limited purpose of owning and/or leasing and/or acquiring
Aircraft Assets, entering into the Loan Documents pursuant to Section 2.12(d), securing its
Obligations with a Lien on all of the Aircraft Assets owned by it and engaging in related
activities. No SPC shall be organized under the laws of a jurisdiction other than the United
States (or a state thereof) or, so long as such entity meets the requirements set forth in Section
5.26(c), Ireland, unless the Required Persons, acting reasonably, otherwise consent.



     “Specified Representation Deficiency” has the meaning set forth in Section 2.12(h).



     “subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any
corporation, limited liability company, partnership or other entity the accounts of which would be
consolidated with those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date and (b) any other
corporation, limited liability company, partnership or other entity (i) of which securities or
other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (ii) that is otherwise Controlled as of such
date, by the parent and/or one or more of its subsidiaries.



     “Subsidiary” means any direct or indirect subsidiary of a Borrower Party.



     “Supplemental Cape Town Pool Aircraft” means each Aircraft listed in Section A of Schedule
3.19(c) hereto.



     “Supplemental Geneva Pool Aircraft” means each Aircraft listed in Section B of Schedule
3.19(c) hereto.



     “Supplemental Non-Treaty Pool Aircraft” means each Aircraft listed in Section C of Schedule
3.19(c) hereto.



     “Supplemental
Pool Aircraft” means all Aircraft listed on Schedule 3.19(c) hereto and shall
include, for the avoidance of doubt, each Supplemental Cape Town Pool Aircraft, each Supplemental
Geneva Pool Aircraft and each Supplemental Non-Treaty Pool Aircraft.



     “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.



31









 





     “Third Lien Security Trustee” has the meaning specified in the Mortgage.



     “Third Party Event” has the meaning specified in the Mortgage.



     “Title 49” means Title 49 of the United States Code, which, among other things, recodified and
replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations promulgated pursuant
thereto or any subsequent legislation that amends, supplements or supersedes such provisions.



     “Type” means, with respect to an Aircraft, the designation of such Aircraft as one of the
following types: A319-100, A320-200, A321-200, A330-200/300, A340-600, B737-700/800,
B777-200ER/300ER and B787-800.




     “Type
A Required Pool Aircraft” means each Aircraft listed in
Section A of Schedule 1.01(b).


     “Type
B Required Pool Aircraft” means each Aircraft listed in
Section B of Schedule 1.01(b).


     “UCC” means the Uniform Commercial Code in effect from time to time in the State of New York;
provided, however, 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 item or portion of the
Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the
State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.



     “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 the Mortgage as
all applicable assets of the applicable Borrower Party 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.



     “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, the Mortgage, or any other Loan Document.



     “Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section
4001(a)(16) of ERISA, over the current value of that



32









 







Plan’s assets, determined in accordance with
the assumptions used for funding the Plan pursuant to Section 412 of the Code for the applicable
plan year.



     “United States” means the United States of America.



     “UNSC” has the meaning set forth in Section 3.17.



     “U.S. Subsidiary Borrower” has the meaning set forth in the introductory paragraph of this
Agreement.



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle
E of Title IV of ERISA.



     Section 1.02. Terms Generally. The definitions of terms herein (including those incorporated
by reference to another document) apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun includes the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be
followed by the phrase “without limitation”. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition
of or reference to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and
words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the word “property” shall be construed to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights.



     Section 1.03. Accounting Terms; Changes in GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP
as in effect from time to time.



ARTICLE 2

The Credits




     Section 2.01. [Intentionally Omitted].



33









 





     Section 2.02. [Intentionally Omitted].



     Section 2.03. [Intentionally Omitted].



     Section 2.04. Interest. (a) Subject to the provisions of this Section 2.04, the Loan shall
bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366
days, as the case may be) at a rate per annum equal to the LIBO Rate for the Interest Period in
effect plus the Applicable Margin.



     (b) If the Borrowers shall default in the payment of any principal of or interest on the Loan
or any other amount due hereunder, by acceleration or otherwise, then, until such defaulted amount
shall have been paid in full, to the extent permitted by law, all such overdue amounts due from the
Borrowers under this Agreement and the other Loan Documents shall bear interest (after as well as
before judgment), payable on demand, at a rate equal to (i) the rate otherwise applicable to the
Loan pursuant to Section 2.04(a) plus (ii) 2.00% per annum.



     (c) Interest accrued on the Loan shall be payable in arrears on each Quarterly Payment Date,
shall be calculated to include the first day of each Interest Period and to exclude the last day of
each Interest Period (or the Maturity Date in the case of the last Interest Period hereunder) and
shall be paid into the FRBNY Account; provided that (i) interest accrued pursuant to
Section 2.04(b) shall be payable on demand, (ii) upon any repayment of the Loan, interest accrued
on the principal amount repaid shall be payable on the date of such repayment, and (iii) interest
attributable to that portion of the Applicable Margin in excess of
3.00% (or 6.00% if the Required
Perfection Date has not occurred by December 1, 2009 (until the
Required Perfection Date has
occurred)) per annum shall be paid into an account designated by the Lender as opposed to the FRBNY
Account.



     (d) The Lender shall determine, in accordance with the terms of this Agreement, each interest
rate applicable to the Loan hereunder. The Lender shall promptly notify the Borrowers and the
FRBNY of each rate of interest so determined, and its determination thereof shall be prima facie
evidence thereof.



     Section 2.05. Payment at Maturity; Evidence of Debt. (a) The Borrowers jointly and severally
agree to pay to the Lender on the Maturity Date the then unpaid principal amount of the Loan by
deposit into the FRBNY Account. The unpaid principal amount of the Loan outstanding at any time
shall be deemed reduced by any amounts paid by any Borrower Party under the Borrower Party
Guarantee on a dollar-for-dollar basis.



     (b) The Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers to the Lender



34









 







resulting from the Loan, including the
amounts of principal and interest payable and paid to the Lender from time to time.



     (c) The entries made in the accounts maintained pursuant to subsection (b) of this Section
shall be prima facie evidence of the existence and amounts of the obligations recorded therein;
provided that any failure by the Lender to maintain such accounts or any error therein
shall not affect the Borrowers’ obligation to repay the Loan in accordance with the terms of this
Agreement.



     (d) On the Amendment Effective Date, the Borrowers shall provide the Lender with a promissory
note, substantially in the form of Exhibit I hereto, evidencing the Loan (the “Note”). Promptly
following the Amendment Effective
Date, the Lender shall return any promissory note delivered by the Parent Borrower in
connection with the Existing Loans to the Parent Borrower.



     Section 2.06. [Intentionally Omitted].



     Section 2.07. Optional and Mandatory Prepayments. (a) Optional Prepayments. The Borrowers
will have the right at any time to prepay the Outstanding ILFC Loans in whole or in part in amounts
not less than $10,000,000 or increments of $1,000,000 in excess thereof and otherwise in accordance
with the provisions of this Section by deposit into the FRBNY Account.



     (b) Mandatory Prepayments.




     (i) Immediately upon the sale, transfer or other disposition by any Borrower of any
Pool Aircraft or by Holdings or a Borrower of Equity Interests in a Non-Parent Borrower or
an Intermediate Lessee (each such sale, transfer or other disposition, a “Disposition
Event”), the Borrowers, or Holdings as the case may be, shall forthwith prepay an
aggregate principal amount of the Outstanding ILFC Loans equal to 75% of the Net Sale
Proceeds from such Disposition Event by deposit into the FRBNY Account; provided
that the Borrowers shall not be required to prepay the Outstanding ILFC Loans following a
transfer of any Aircraft Asset to another Borrower Party in accordance with Section
2.12(a) or Section 5.25.




     (ii) With respect to any Event of Loss suffered by a Pool Aircraft, the Borrowers
shall, upon the receipt of any hull insurance, condemnation or other proceeds in respect
of such Event of Loss, prepay an aggregate principal amount of the Outstanding ILFC Loans
equal to 75% of the net proceeds received on account of such Event of Loss by deposit into
the FRBNY Account; provided that such “net proceeds” shall not include any amounts
to the extent required under the applicable Lease to be paid over to such Lessee pursuant
to such Lease;



35









 






     (iii) Concurrently with the removal of any Pool Aircraft from the Designated Pool in
accordance with Section 2.12(b) where the Borrower has notified the Lender Parties and the
FRBNY that it does not intend to sell or otherwise dispose of the applicable Pool Aircraft
(except to the Parent Borrower or one of its Subsidiaries) or where any sale, transfer or
other disposition does not result in any Net Sale Proceeds (unless (i) a Non-Pool Aircraft
is being substituted for such Pool Aircraft in accordance with Section 2.12(b) or (ii) the
Supplemental Pool Aircraft are being removed from the Designated Pool in accordance with
Section 2.15), the Borrowers shall prepay an aggregate principal amount of the Outstanding
ILFC Loans equal to 75% of the most recent Appraised Value (which shall be deemed to be
$0.00 in the case of any Pool Aircraft subject to an event described in clause (a) to the
proviso of the definition
of “Appraised Value”) of such Pool Aircraft by deposit into the FRBNY Account; and




     (iv) Upon a Change in Control the Borrowers shall prepay the Outstanding ILFC Loans
in full by deposit into the FRBNY Account.


If, following removal of a Pool Aircraft from the Designated Pool in the circumstances described in
Section 2.07(b)(iii) (a “Removed Aircraft”), the Borrower sells such Removed Aircraft to a
Person other than the Parent Borrower or one of its Subsidiaries within three months of such
removal, the Borrowers shall promptly make additional prepayment in respect of the aggregate amount
of Outstanding ILFC Loans equal to 75% of the excess, if any, of the Net Sale Proceeds over the
Appraised Value of such Removed Aircraft as if such Removed Aircraft were subject to clause (b)(i)
above.




     (c) Accrued Interest. Each prepayment of the Outstanding ILFC Loans shall be accompanied by
accrued interest on the amount being prepaid to the date of such prepayment.



     (d) Notice of Prepayments. The Borrowers shall notify the Required Persons by telephone
(confirmed by telecopy) of any prepayment of the Outstanding ILFC Loans hereunder not later than
11:00 a.m., New York City time, three Business Days before the date of prepayment in the case of a
prepayment under Section 2.07(a) and one Business Day before the date of prepayment in the case of
a prepayment under Section 2.07(b). Each such notice shall be irrevocable and shall specify the
prepayment date, the principal amount of the Outstanding ILFC Loans to be prepaid and, in the case
of a mandatory prepayment, a reasonably detailed calculation of the amount of such mandatory
prepayment setting forth, if applicable, the gross cash proceeds resulting from the event giving
rise to such mandatory prepayment and any expenses or deductions (including amounts payable to the
Lessee or buyer, actual broker’s fees or commissions, legal fees and Taxes) incurred in connection
with such event.



36









 





     Section 2.08. [Intentionally Omitted].



     Section 2.09. Taxes. (a) Unless required by applicable law, all payments by any Borrower
under the Loan Documents shall be made free and clear of and without deduction for any Taxes;
provided that, if any Borrower shall be required to deduct any Taxes from such payments,
then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable will be increased as
necessary so that, after all required deductions (including deductions applicable to additional
sums payable under this Section) are made, each relevant Lender Party receives an amount equal to
the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.



     (b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.



     (c) The Borrowers shall indemnify each Lender Party, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Lender Party
with respect to any payment by or obligation of the Borrowers under the Loan Documents (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of any such
payment delivered to the Borrowers by a Lender Party shall be conclusive absent manifest error.



     (d) As soon as practicable after any Borrower pays to a Governmental Authority any Taxes that
have been deducted or withheld from any amount payable to a Lender Party pursuant to the Loan
Documents, such Borrower shall deliver to the Lender the original or a certified copy of a receipt
issued by such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Lender.



     (e) On or before the Amendment Effective Date, each Lender Party shall deliver to the Parent
Borrower (and from time to time after the Amendment Effective Date if requested by any Borrower
Party, each Lender Party shall deliver promptly to that Borrower Party) two duly completed and
executed Internal Revenue Service (“IRS”) Forms W-9 (or successor IRS forms thereto) claiming
exemption from backup withholding Tax. In addition, in the event that any Borrower Party is or in
the future shall be organized in or tax-resident in any country other than the United States, each
Lender Party shall deliver promptly to that Borrower Party such certificates, documents or
information as are requested



37









 







by that Borrower Party in order to reduce or eliminate any Tax that
would otherwise be required under applicable law to be deducted or withheld from any payment to
that Lender Party, to the extent that the Lender Party legally is able to do so. Without limiting
the foregoing, on or before the Amendment Effective Date, the Lender shall deliver to the Irish
Subsidiary Borrower (and from time to time after the Amendment Effective Date as requested by any
Borrower Party that is Tax-resident in Ireland, the Lender shall deliver promptly to that Borrower
Party, to the extent the Lender legally is able to do so) two duly completed and executed copies of
a Qualifying Lender Certificate. The foregoing requirement to deliver a Qualifying Lender
Certificate shall not apply to the FRBNY in the event of an assignment by the Lender of any of its
rights hereunder to the FRBNY pursuant to Section 8.04(b). Each Lender Party shall promptly inform
the applicable Borrower Party in writing, in the event that (x) in the case of the Lender, the
Lender ceases to be a Qualifying Lender or there is a change as to which subclause (a) through (j))
of the definition of “Qualifying Lender” the Lender satisfies, or (y) there is a change to the
information set forth in the forms,
certificates, documents provided by, or other information provided by, such Lender Party
pursuant to the three preceding sentences.



     (f) If a Lender Party determines, in its sole discretion, that it has received a refund (or
credit or offset against an Excluded Tax in lieu of a cash refund of an Indemnified Tax or Other
Tax) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or
with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay
to that Borrower an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by that Borrower under this Section with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund (or credit or offset)), net of all Taxes resulting
from such refund and out-of-pocket expenses of the Lender Party, and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund (or credit or
offset)), provided that the applicable Borrower, upon the request of the Lender, agrees to repay
the amount so paid over to that Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Lender Party in the event the Lender Party is required
to repay such refund to such Governmental Authority. Nothing in this Section 2.09(f) shall be
construed to require a Lender Party to make available its Tax returns (or any other information
relating to its Taxes that the Lender Party, acting in good faith, deems confidential) to any
Borrower.



     (g) Upon the occurrence of any event that could otherwise give rise to the operation of the
grossup in Section 2.09(a)(i) or the indemnification in Section 2.09(c) with respect to a Lender
Party, that Lender Party will, if requested by a Borrower Party, use reasonable efforts to agree to
a restructuring of the Loan in a manner that eliminates or reduces (as far as is legally possible)
the Tax as to which there is a grossup or indemnification obligation, provided that such



38









 







restructuring in the sole judgment of that Lender Party (acting in good faith) will cause the
Lender Party to suffer no economic or legal disadvantage, and provided, further, that nothing in
this Section shall affect or postpone any of the obligations of the Borrowers or the rights of the
Lender Parties pursuant to Sections 2.09(a) and (c).



     Section 2.10. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrowers
shall make each payment required to be made by it under the Loan Documents (whether of principal,
interest or fees or amounts payable under Section 2.09 or otherwise) before the time expressly
required under the relevant Loan Document for such payment (or, if no such time is expressly
required, before 12:00 noon, New York City time), on the date when due, in immediately available
funds, without set-off or counterclaim. Any amount received after such time on any day may, in the
discretion of the Lender, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the FRBNY Account.
If any payment under any Loan Document shall be due on a day that is not a Business Day, the date
for payment will be extended to the next succeeding
Business Day and, if such payment accrues interest, interest thereon will be payable for the
period of such extension. All payments under each Loan Document shall be made in dollars.



     (b) If at any time insufficient funds are received in the FRBNY Account to pay fully all
amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first,
to pay interest and fees then due hereunder and (ii) second, to pay principal then due hereunder.



     (c) In connection with any prepayment of the Outstanding ILFC Loans in accordance with Section
2.07, the parties hereto agree that such prepayment shall be applied (i) first, to prepay the Loan
and (ii) second, to prepay the New Loan, except as may be otherwise agreed by the Required Persons
and the Parent Borrower.



     Section 2.11. Collection Accounts.



     (a) The Borrower Parties have established on or prior to the Amendment Effective Date one or
more interest-bearing or non-interest bearing deposit accounts (collectively, the “Collection
Accounts”). The parties hereto agree that, subject to the Mortgage, the Security Trustee shall
have control of each Collection Account and all monies, instruments and other property from time to
time on deposit therein pursuant to a Deposit Account Control Agreement, which shall provide that
the applicable Borrower Party is entitled to provide instructions to the applicable depository bank
regarding the withdrawal, transfer or payment of funds on deposit in such Collection Account prior
to such depository bank



39









 







receiving notice from the Security Trustee of the occurrence and
continuance of an Event of Default.



     (b) On or prior to the Amendment Effective Date, each Borrower Party has instructed all
Lessees and other Applicable Obligors, and after the Amendment Effective Date shall instruct all
future Lessees and other Applicable Obligors, to make payment of Collections in respect of any
Lease or Disposition Event only by wire transfer directly to a Collection Account. Schedule 2.11
lists all Collection Accounts as of the Amendment Effective Date, and such schedule correctly
identifies with respect to each such Collection Account (1) the name, address and telephone number
of the applicable depository bank, (2) the name in which such account is held and (3) the complete
account number therefor. In the event that any Borrower Party receives any cash, checks, money
orders or any other form of payment as Collections in respect of a Lease or Disposition Event
directly, such Borrower Party shall deposit such cash, checks, money orders or other form of
payment of Collections, in the form so received (with all necessary endorsements), into a
Collection Account as promptly as practicable but not later than the close of business on the
Business Day two Business Days following the day such Borrower Party has actual knowledge of
receipt thereof.



     (c) If, for any reason, a Control Agreement with respect to a Collection Account terminates or
any depository bank fails to comply with its obligations under a Control Agreement to which it is a
party, then the applicable Borrower Party shall promptly notify all Applicable Obligors who had
previously been instructed to make wire payments to a Collection Account maintained at such
depository bank to make all future payments directly to a different Collection Account maintained
at a different depository bank. No Borrower Party shall close any Collection Account unless it
shall have, subject to the Mortgage, (i) received the prior written consent of the Required
Persons, (ii) established a new account with a new depositary institution satisfactory to the
Security Trustee in its reasonable discretion, (iii) entered into a Deposit Account Control
Agreement covering such new account with such new depositary institution in a form that is
satisfactory in all respects to the Security Trustee in its reasonable discretion (whereupon, for
all purposes of this Agreement, such new account shall become a Collection Account) and (iv) taken
all such action as the Security Trustee shall require to grant a security interest in and Lien on
such new Collection Account in favor of the Security Trustee.



     Section 2.12. Transfer of Pool Aircraft to Another Borrower; Removal of Pool Aircraft from
the Designated Pool; Intermediate Lessees; Designated Borrowers. (a) Transfer of Pool Aircraft to
Another Borrower. Subject to Section 5.29, after the Amendment Effective Date, each Borrower (for
purposes hereof, the “Transferor Borrower”) shall be free to transfer any Pool Aircraft Owned by it
(and any other Aircraft Assets directly related to such Pool Aircraft) to another Borrower
(subject, if applicable, to the Local Requirements Exception)



40









 







(for purposes hereof, the “Transferee
Borrower”); provided that prior to such transfer (i) no Event of Default shall have
occurred and be continuing, (ii) the Transferor Borrower shall have provided at least twenty (20)
days’ prior revocable written notice to the Lender Parties and the FRBNY of its intention to
transfer such Pool Aircraft (and related Aircraft Assets), (iii) the Transferee Borrower shall have
provided the Required Persons with evidence, in form and substance satisfactory to them, that the
requirements of Section 60 of the Companies Act 1963 (as amended) of Ireland and the analogous
provisions of any other jurisdiction in relation to financial assistance have been complied with in
full by such Transferee Borrower and (iv) the Transferee Borrower shall have provided the Security
Trustee (A) with all security agreements, mortgages and other similar instruments, agreements,
certificates, opinions and documents (including UCC Financing Statements, charge documents and
registrations and recordings with the FAA and the International Registry and, where the Transferee
Borrower is incorporated under the laws of Ireland, an Irish Mortgage and the Irish Cape Town
Registrations) as the Required Persons may reasonably request to grant to the Security Trustee, for
the benefit of the Secured Parties, a perfected security interest in, and Lien on, all Pool
Aircraft (and related Aircraft Assets) so transferred, to the same extent, and with the same
priority, as that held by the Security Trustee immediately prior to such transfer (it being
understood and agreed that, with respect to each applicable Aircraft Asset, only the Express
Perfection Requirements shall apply) and (B) with proof satisfactory to the Required Persons
that (1) such Transferee Borrower, or any applicable Lessee, has obtained all insurance,
endorsements and other documents required by Section 2.19 of the Mortgage (regardless of whether
such Transferee Borrower is a party to the Mortgage) with respect to such Pool Aircraft (and
related Aircraft Assets), (2) if not previously delivered to each applicable Lessee, such
Transferee Borrower has delivered irrevocable instructions to each applicable Lessee instructing it
to pay all amounts in respect of any Lease directly to a Collection Account, (3) the ownership
interest of the Transferee Borrower in the applicable Aircraft Asset is fully perfected and has
been filed on the local aviation or other applicable register if required to be so filed and any
other necessary filings have been made to perfect such ownership, (4) each applicable Lessee has
consented to such transfer if such consent is required under the Lease and (5) if applicable, the
provisions of Section 5.26(c) are satisfied. For the avoidance of doubt, upon satisfaction of the
conditions set forth in the proviso of the preceding sentence, any Pool Aircraft so transferred
shall remain in the Designated Pool and be considered in the calculation of the Loan-to-Value Ratio
to the same extent that such Pool Aircraft would have been considered in such calculation had such
Pool Aircraft continued to be Owned by the Transferor Borrower. Within 21 days following the
transfer of a Pool Aircraft to a Transferee Borrower incorporated under the laws of Ireland, such
Transferee Borrower shall cause all Security Documents required under clause (A) above to be filed
with the Irish Companies




41











 





     Registration Office and the Irish Revenue Commissioners and in each case
shall provide evidence of such filings reasonably satisfactory to the Required Persons.



     (b) Removal
of Pool Aircraft from the Designated Pool. Following the Required Perfection Date,
any Borrower may remove any Pool Aircraft from the Designated Pool at any time and from time to
time and, in connection therewith, may assign the Equity Interests in any Intermediate Lessee if,
following such removal, such Intermediate Lessee will no longer be party to any Lease;
provided that (i) the applicable Borrower shall have provided at least twenty (20) days’
revocable prior written notice to the Lender Parties and the FRBNY prior to any such removal and
shall indicate in such notice whether the subject Pool Aircraft is to be sold upon such removal,
(ii) after giving pro forma effect to such removal, the Borrowers shall be in compliance with
Section 5.22(a) and the Pool Specifications and (iii) concurrently with such removal, the Borrowers
shall have prepaid the Outstanding ILFC Loans in accordance with Section 2.07(b)(i) or Section
2.07(b)(iii), as the case may be, unless one or more Non-Pool Aircraft has been provided in
substitution for such Pool Aircraft (provided that (x) each such substitute Aircraft shall (A) have
a date of manufacture after October 31, 2004 and (B) be otherwise satisfactory to the Required
Persons and (y) after giving pro forma effect to each such substitution the Designated Pool shall
be in compliance with the Pool Specifications). Upon satisfaction of the conditions set forth in
the preceding sentence with respect to any Pool Aircraft, each Security Trustee’s security interest
in, and Lien on, such Pool Aircraft (and any other Aircraft Assets directly related to such Pool
Aircraft) shall be automatically released, and if such
removal is effected by the transfer of Equity Interests in an entity owning and/or leasing
such Pool Aircraft, the applicable security interests in, and Liens on, such entities shall be
released in accordance with Section 2.12(g). The Security Trustees shall promptly execute and
deliver to the applicable Borrower, at the applicable Borrower’s expense, all documents that the
applicable Borrower shall reasonably request to evidence their release of the security interests
in, and Liens on, the applicable Pool Aircraft (and any other Aircraft Assets directly related to
such Pool Aircraft).



     (c) Intermediate Lessees. In connection with (i) the replacement of any Lease of Pool
Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool pursuant to Section 5.22,
or (iii) any Requirement of Law, any Borrower shall be entitled, by giving notice (an “Intermediate
Lease Notice”) to the Lender Parties and the FRBNY, to enter into an Intermediate Lease with an
Intermediate Lessee with respect to such Aircraft; provided that:




     (A) such Intermediate Lessee has been established pursuant to
Organizational Documents and Operating Documents in form and substance
satisfactory to the Required Persons;



42









 






     (B) if such Intermediate Lessee is not an Initial Intermediate Lessee, such
Intermediate Lessee shall have executed and delivered to the Required Persons
(1) at least twenty (20) days prior to entering into an Intermediate Lease, a
Designated Borrower/Intermediate Lessee Request and Assumption Agreement, (2) a
supplement to each of the Borrower Party Guarantee and the First Lien Guarantee,
(3) a Grantor Supplement and (4) 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 the
Required Persons may reasonably request to grant to the Security Trustees, for
the benefit of the Secured Parties (as defined in the Mortgage), a perfected
security interest in, and Lien on, all of the Intermediate Lessee’s assets (it
being understood and agreed that, with respect to each Aircraft Asset, only the
Express Perfection Requirements shall be required to be satisfied);




     (C) if such Intermediate Lessee shall have established a Collection Account
in its own name, the Security Trustee shall, subject to the Mortgage, have
control of such Collection Account pursuant to a Deposit Account Control
Agreement;




     (D) such Intermediate Lessee shall have instructed any applicable Lessee to
make all payments in respect of any applicable Lease by wire transfer directly
to a Collection Account;




     (E) if such Intermediate Lessee is not an Initial Intermediate Lessee, the
Borrower Party that owns the Equity Interests of such Intermediate Lessee shall
(unless such Intermediate Lessee is an Initial Intermediate Lessee) have
delivered to the Security Trustee a Collateral Supplement and, if applicable, an
Additional Charge Over Shares, sufficient to grant the Security Trustee, for the
benefit of the Secured Parties, a security interest in, and Lien on, such Equity
Interests;




     (F) the Required Persons shall have received with respect to such
Intermediate Lessee such supporting resolutions, incumbency certificates,
opinions of counsel and other documents or information, in form, content and
scope reasonably satisfactory to them, as may be required by them in their sole
discretion;




     (G) The Required Persons shall have received evidence in a form and
substance satisfactory to them that the requirements of Section 60 of the
Companies Act 1963 (as



43









 






amended) of Ireland and the analogous provisions of any
other relevant jurisdiction in relation to financial assistance, have been
complied with in full by such Intermediate Lessee; and




     (H) if such Intermediate Lessee is incorporated under the laws of Ireland,
within 21 days following the execution of the Security Documents referred to at
(B) and (E) above, the relevant Intermediate Lessee and/or the relevant Borrower
Party, as applicable, shall cause each such Security Document to be filed with
the Irish Companies Registration Office and the Irish Revenue Commissioners and
in each case shall provide evidence of such filings reasonably satisfactory to
the Required Persons.



     (d) Designated Borrowers. The Parent Borrower may at any time, upon not less than twenty (20)
days’ revocable notice from the Parent Borrower to the Lender Parties and the FRBNY, designate any
SPC that is a Subsidiary of Holdings as a Designated Borrower hereunder by delivering to the Lender
Parties and the FRBNY) a duly executed notice and agreement in substantially the form of Exhibit F
(a “Designated Borrower/Intermediate Lessee Request and Assumption Agreement”); provided
that:




     (i) such Designated Borrower has been established pursuant to Organizational
Documents and Operational Documents in form and substance satisfactory to the Required
Persons;




     (ii) such Designated Borrower shall have executed and delivered to the Required
Persons (A) a supplement to the Borrower Party Guarantee and the First Lien Guarantee, (B)
a Grantor Supplement, (C) where such Designated Borrower is incorporated under the laws of
Ireland, an Irish Mortgage in respect of each Aircraft owned by such Designated
Borrower and (D) 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 the Required Persons may reasonably request to grant to
the Security Trustees, for the benefit of the Secured Parties (as defined in the
Mortgage), a perfected security interest in, and Lien on, all of the Designated Borrower’s
assets (it being understood and agreed that, with respect to each Aircraft Asset, only the
Express Perfection Requirements shall be required to be satisfied);




     (iii) if such Designated Borrower shall have established a Collection Account in its
own name, the Security Trustee shall, subject to the Mortgage, have control of such
Collection Account pursuant to a Deposit Account Control Agreement;



44









 






     (iv) such Designated Borrower shall have instructed any applicable Lessee to make
Collections payments in respect of any applicable Lease by wire transfer directly to a
Collection Account;




     (v) Holdings shall have delivered to the Lender and the Security Trustees a
Collateral Supplement and, if applicable, an Additional Charge Over Shares sufficient to
grant the Security Trustees, for the benefit of the Secured Parties (as defined in the
Mortgage), a security interest in, and Lien on, all of the Equity Interests of such
Designated Borrower;




     (vi) the Required Persons shall have received with respect to such Designated
Borrower such supporting resolutions, incumbency certificates, opinions of counsel and
other documents or information, in form, content and scope reasonably satisfactory to the
Required Persons, as may be required by the Required Persons in their sole discretion;




     (vii) where such Designated Borrower is incorporated under the laws of Ireland,
within 21 days following the execution of the Security Documents referred to at (ii),
(iii) and (v) above, such Designated Borrower shall cause each such Security Document, or
the particulars thereof, to be filed with the Irish Companies Registration Office and the
Irish Revenue Commissioners and in each case shall provide evidence of such filings
reasonably satisfactory to the Required Persons; and




     (viii) the Required Persons shall have received evidence in a form and substance
satisfactory to them that the requirements of Section 60 of the Companies Act 1963 (as
amended) of Ireland and the analogous provisions of any other relevant jurisdiction in
relation to financial assistance, have been complied with in full by such Designated
Borrower.


Notwithstanding anything in this Agreement to the contrary but subject to Section 5.02(b) and
Section 5.02(c), each Borrower Party shall be entitled at any time to change its legal form,
jurisdiction of organization or jurisdiction of Tax residence, provided that it satisfies the
requirements set forth in the proviso in the preceding sentence in the same manner as if it were a
Designated Borrower.




     (e) Joint and Several Obligations. The Obligations of the Borrowers (including each
Designated Borrower) shall be joint and several in nature.



     (f) Designated Borrower Appointment of Agent. Each Subsidiary of a Borrower Party that
becomes a “Designated Borrower” pursuant to this Section 2.12 hereby irrevocably appoints the
Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan
Documents, including (i) the giving and receipt of notices (including as agent for service of
process) and



45









 







(ii) the execution and delivery of all documents, instruments and certificates
contemplated herein and all modifications hereto. Any acknowledgment, consent, direction,
certification or other action which might otherwise be valid or effective only if given or taken by
all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken
only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice,
demand, consent, acknowledgement, direction, certification or other communication delivered to the
Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been
delivered to each Designated Borrower.



     (g) Termination of Designated Borrower Status. The Parent Borrower may from time to time,
upon not less than twenty (20) days’ revocable prior written notice from the Parent Borrower to the
Required Persons, terminate a Designated Borrower’s or an Intermediate Lessee’s status as such,
provided that (i) in the case of a Designated Borrower, such Designated Borrower Owns no
assets or will Own no Aircraft Assets after giving effect to any transfer of Pool Aircraft and
related Aircraft Assets or the Equity Interests in such Designated Borrower that occurs
simultaneously with the termination of such Designated Borrower’s status as such and (ii) in the
case of an Intermediate Lessee, such Intermediate Lessee is not party to an Intermediate Lease or
will not be after giving effect to any transfer of the Equity Interests in such Intermediate Lessee
that occurs simultaneously with the termination of such Intermediate Lessee’s status as such. If a
Designated Borrower or Intermediate Lessee’s status is terminated as such, the Security Trustees’
security interests in, and Liens on, the Equity Interest in and the assets of such Designated
Borrower or Intermediate Lessee shall be automatically released. The Security Trustee shall
promptly execute and deliver to the applicable Borrower, at the applicable Borrower’s expense, all
documents that the applicable Borrower shall reasonably request to evidence its release of the
security interests in and Liens on, the applicable Equity Interest and other assets released in
accordance with the previous sentence.



     (h) Specified Representation Deficiency. Notwithstanding anything to the contrary herein, the
status of any Subsidiary of the Parent Borrower as a
Designated Borrower or an Intermediate Lessee shall terminate, for purposes of the calculation
of the Loan-to-Value Ratio only (until the status of such Subsidiary as a Designated Borrower or an
Intermediate Lessee is terminated as such for all purposes in accordance with this Agreement),
immediately if, at any time, the Parent Borrower and such Subsidiary are not able to make any of
the representations set forth below with respect to such Subsidiary at such time and any Pool
Aircraft owned by it shall immediately be deemed to have an Appraised Value of $0.00 (the
occurrence of such situation with respect to such Subsidiary, a “Specified Representation
Deficiency”):




     (i) Such Subsidiary is subject to civil and commercial laws with respect to its
Obligations under this Agreement and the other Loan



46









 







Documents to which it is a party
(collectively as to such Subsidiary, the “Applicable Subsidiary Documents”), and the
execution, delivery and performance by such Subsidiary of the Applicable Subsidiary
Documents constitute and will constitute private and commercial acts and not public or
governmental acts. Neither such Subsidiary nor any of its property has any immunity from
jurisdiction of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise)
under the laws of the jurisdiction in which such Subsidiary is organized and existing in
respect of its obligations under the Applicable Subsidiary Documents.




     (ii) The Applicable Subsidiary Documents are in proper legal form under the laws of
the jurisdiction in which such Designated Borrower is organized and existing for the
enforcement thereof against such Designated Borrower under the laws of such jurisdiction,
and to ensure the legality, validity, enforceability, priority or admissibility in
evidence of the Applicable Subsidiary Documents.




     (iii) It is not necessary to ensure the legality, validity, enforceability, priority
or admissibility in evidence of the Applicable Subsidiary Documents that the Applicable
Subsidiary Documents be filed, registered or recorded with, or executed or notarized
before, any court or other authority in the jurisdiction in which such Subsidiary is
organized and existing or that any registration charge or stamp or similar tax be paid at
such time on or in respect of the Applicable Subsidiary Documents or any other document,
except for (A) any such filing, registration, recording, execution or notarization as has
been made and (B) any charge or tax as has been timely paid.




     (iv) There is no tax, levy, impost, duty, fee, assessment or other governmental
charge, or any deduction or withholding, imposed by any Governmental Authority in or of
the Subsidiary’s jurisdiction of organization or Tax residence or in which the Subsidiary
has an office either (A) on or by virtue of the execution or delivery of the Applicable
Subsidiary Documents or (B) on any payment to be made at such time by
such Subsidiary pursuant to the Applicable Subsidiary Documents, except (i) for
Excluded Taxes described in clause (c) or (d) of the definition of such term or (ii) as
has been disclosed to the Lender Parties and the FRBNY and is not material (as determined
by the FRBNY acting reasonably) or (iii) in the case of clause (A), as have been paid.




     (v) The execution, delivery and performance of the Applicable Subsidiary Documents
executed by such Subsidiary are, under applicable foreign exchange control regulations of
the jurisdiction in which such Subsidiary is organized and existing, not subject to any
notification or



47









 







authorization at such time except (A) such as have been made or obtained
or (B) such as cannot be made or obtained until a later date (provided that any
notification or authorization described in clause (B) shall be made or obtained as soon as
is reasonably practicable).



     The Parent Borrower agrees to give prompt notice (not to exceed five (5) Business Days) to the
Lender Parties and the FRBNY after it obtains knowledge of any Specified Representation Deficiency
and, upon such notice, will provide a LTV Certificate as of the date of such notice giving pro
forma effect to removal of such Subsidiary as a Borrower Party.



     Section 2.13. Restructuring. Notwithstanding anything to the contrary contained herein, on
the Loan Restructuring Date, this Agreement and the other Loan Documents shall, without the consent
of the FRBNY, the Security Trustee, the Lender or any Borrower Party other than the Parent
Borrower, be deemed amended as follows: (i) all Obligations of the Parent Borrower as a Borrower
shall be deemed released as to the Parent Borrower and assumed on a joint and several basis by each
other Borrower as of the Loan Restructuring Date (the “Surviving Borrowers”) and from and after
such time the term “Borrower” or “Borrowers” in the Loan Documents shall be deemed to refer to the
Surviving Borrowers only and (ii) for purposes of the Loan Documents, the Parent Borrower shall
cease to be a Borrower Party; provided that the Parent Borrower shall not cease to be a
Borrower or a Borrower Party notwithstanding the occurrence of the Loan Restructuring Date (A) if,
as of the Loan Restructuring Date, either before or after giving pro forma effect to the removal of
the Parent Borrower as a Borrower and a Borrower Party under the Loan Documents, an Event of
Default shall have occurred and be continuing and (B) unless the Parent Borrower shall have
provided the Lender with an unsecured guarantee, in form and substance reasonably satisfactory to
the Required Persons, guaranteeing the Obligations of the Surviving Borrowers; provided,
further, that this Section 2.13 shall not relieve the Parent Borrower of its obligations
under Section 5.11, Section 5.26 or Section 8.03(b) following the Loan Restructuring Date. The
foregoing amendments shall be effected through documentation satisfactory to the Lender Parties and
the FRBNY.



     Section 2.14. Release Of Initial Intermediate Lessees. Notwithstanding anything to the
contrary contained herein, on an Initial Intermediate Lessee
Release Date, for purposes of the Loan Documents, the applicable Initial Intermediate Lessee
shall cease to be a Borrower Party.



     Section 2.15. Release Of Supplemental Pool Aircraft From The Designated Pool.
Notwithstanding anything to the contrary contained herein, on the
Required Perfection Date, all
Supplemental Pool Aircraft shall cease to be Pool Aircraft hereunder and under any other Loan
Document; provided that Supplemental Pool Aircraft shall not cease to be Pool Aircraft to
the extent that, as of the Required



48









 







Perfection Date, either before or after giving pro forma effect to
the cessation of such Supplemental Pool Aircraft as Pool Aircraft hereunder and under the other
Loan Documents, an Event of Default shall have occurred and be continuing. Once the Supplemental
Pool Aircraft cease to be Pool Aircraft hereunder and under the other Loan Documents, each Security
Trustee’s security interest in, and Lien on, the Supplemental Pool Aircraft (and any other Aircraft
Assets directly related to the Supplemental Pool Aircraft) shall be automatically released. The
Security Trustees shall promptly execute and deliver to the Parent Borrower, at the Parent
Borrower’s expense, all documents that the Parent Borrower shall reasonably request to evidence
their release of the security interests in, and Liens on, the Supplemental Pool Aircraft (and any
other Aircraft Assets directly related to the Supplemental Pool Aircraft).



ARTICLE 3

Representations and Warranties




     The Parent Borrower and each other Borrower Party represents to the Lender Parties and the
FRBNY on the Amendment Effective Date and, except as otherwise disclosed in a Monthly Report
delivered in respect of a Bringdown Report Date, on each Bringdown Report Date that:



     Section 3.01. Organization, etc. Each Borrower Party is a Person duly organized, validly
existing and, if applicable, in good standing under the laws of the jurisdiction of its
organization; and each Borrower Party has the power and authority to own its property and to carry
on its business as now being conducted and is duly qualified and, if applicable, in good standing
as a foreign corporation or other entity authorized to do business in each jurisdiction where,
because of the nature of its activities or properties, such qualification is required, except where
the failure to be so qualified or in good standing could not reasonably be expected to have a
Material Adverse Effect.



     Section 3.02. Authorization; Consents; No Conflict. The execution and delivery by such
Borrower Party of any Loan Document to which it is a party and the performance of its obligations
thereunder and the consummation of the transactions contemplated thereby (a) are within its
organizational powers, (b) have been duly authorized by all necessary corporate action, (c) have
received all necessary approvals, authorizations, consents, registrations, notices, exemptions,
licenses, declarations, orders and other actions (if any shall be required) from
Governmental Authorities, (d) do not and will not contravene, constitute a default under or
conflict with any provision of (i) law (including any Environmental Law), rule or regulation
applicable to such Borrower Party or with respect to any of its properties, (ii) any writ,
judgment, decree or order to which such Borrower Party is a party or by which it is bound or
affected, (iii) its Operating Documents or Organizational Documents or (iv) any provision of any
agreement or



49









 







instrument binding on such Borrower Party, or any agreement or instrument of which
such Borrower Party is aware affecting the properties of such Borrower Party and (e) do not and
will not result in or require the creation or imposition of any Adverse Claim on any of such
Borrower Party’s properties pursuant to the terms of any such agreement or instrument referred to
in clause (d)(iv) of this Section 3.02, other than the Security Documents. Each of the Loan
Documents to which such Borrower Party is a party has been duly authorized, executed and delivered
by such Borrower Party.



     Section 3.03. Validity and Binding Nature. This Agreement and the other Loan Documents to
which such Borrower Party is a party constitute legal, valid and binding obligations of such
Borrower Party, enforceable against such Borrower Party in accordance with their respective terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights and to general equity
principles.



     Section 3.04. Financial Statements. The Parent Borrower’s audited consolidated financial
statements as at December 31, 2008, and unaudited consolidated financial statements as at June 30,
2009, with the unaudited statements certified by the Parent Borrower’s chief financial officer and
a copy of each of which has been furnished to the Required Persons, have been prepared in
accordance with GAAP and fairly present the financial condition of the Parent Borrower and its
Subsidiaries as at such dates and the results of their operations for the period then ended,
subject, in the case of the unaudited financial statements, to year-end adjustments and omission of
footnotes and the auditor’s year-end report. The balance sheets in such financial statements and
the notes thereto disclose all material liabilities, direct or contingent, of the Parent Borrower
and its Subsidiaries as of the dates thereof.



     Section 3.05. Litigation and Contingent Liabilities. As of the Amendment Effective Date,
Litigation Actions, when taken as a whole, could not reasonably be expected to have a Material
Adverse Effect. As of the Amendment Effective Date, other than any liability incident to such
Litigation Actions or provided for or disclosed in the financial statements referred to in Section
3.04, and other than as set forth in the Parent Borrower’s filings with the Securities and Exchange
Commission, no Borrower Party has any contingent liabilities which are material to its business,
credit, operations or financial condition of the Borrower Parties taken as a whole.



     Section 3.06. Security Interest.



     (a) The Mortgage creates a valid and (upon the taking of the actions required hereby or
thereby) perfected security interest in favor of the Security Trustees in the Collateral (other
than, as of the Amendment Effective Date until



50









 







(i) with respect to the Required Pool Aircraft and any
Aircraft Assets related thereto, the Required Perfection Date and (ii) with respect to the
Supplemental Pool Aircraft and any Aircraft Assets related thereto, the applicable date set forth
in Section 5.02(a)) 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 under the laws of the United States or Ireland have been (or in the case of
future Collateral will be) duly taken (it being understood and agreed that, with respect to each
applicable Aircraft Asset, only the Express Perfection Requirements shall apply), enforceable
against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties.
Schedule 3.06 hereto lists, (i) to the knowledge of the Parent Borrower after due inquiry, all
Permitted Liens described in clause (e) or (j) of the definition of Permitted Liens on the
Collateral existing as of the Amendment Effective Date and (ii) all Permitted Liens described in
clause (n) of the definition of Permitted Liens on the Collateral existing as of the Amendment
Effective Date of which a responsible officer of the Parent Borrower has received written notice.



     (b) Each Control Agreement creates a perfected security interest in the applicable Collection
Account and all cash held in such Collection Account from time to time, free and clear of any
Adverse Claim, in favor of the Security Trustee, for the benefit of the Secured Parties enforceable
against the applicable Borrower Party and creditors of and purchasers from such Borrower Party.



     (c) None of the Collateral has been pledged, assigned, sold or otherwise encumbered other than
pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, and no
Collateral is described in (i) any UCC financing statements filed against any Borrower Party other
than UCC financing statements which have been terminated and the UCC financing statements filed in
connection with Permitted Liens or (ii) any other mortgage registries, including the International
Registry, or filing records that may be applicable to the Collateral in any other relevant
jurisdiction, other than such filings or registrations that have been terminated or that have been
made in connection with Permitted Liens, the Mortgage 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 Borrower Parties or the Lessee thereunder.



     (d) The rights and obligations of each Borrower Party (as lessor) under the Leases to which it
is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other
than Permitted Liens, and such Borrower Party has the full right, corporate power and lawful
authority to assign, transfer and pledge the same and interests therein as provided in the Mortgage
and the other Security Documents.



     Section 3.07. Employee Benefit Plans. (a) Each Borrower Party and its respective ERISA
Affiliates is in compliance in all respects with the applicable



51









 







provisions of ERISA and the Code
and the regulations and published interpretations thereunder as relates to each Plan except where
any failure to comply would not reasonably be expected to have a Material Adverse Effect. No ERISA
Event has occurred or is reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to have a Material Adverse Effect. There exists no
Undefined Pension Liability with respect to any Plan that could reasonably be expected to have a
Material Adverse Effect.



     (b) Each Foreign Pension Plan is in compliance in all respects with all requirements of law
applicable thereto and the respective requirements of the governing documents for such plan except
where the failure to comply would not reasonably be expected to have a Material Adverse Effect.
With respect to each Foreign Pension Plan, none of the Borrower Parties, their respective
Affiliates or any of their respective directors, officers, employees or agents has engaged in a
transaction that would subject any Borrower Party or any Subsidiary, directly or indirectly, to a
tax or civil penalty that could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been
established in the financial statements furnished to the Lender in respect of any material unfunded
liabilities in accordance with applicable law or, where required, in accordance with ordinary
accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The
aggregate unfunded liabilities with respect to such Foreign Pension Plans could not reasonably be
expected to result in a Material Adverse Effect.



     Section 3.08. Labor Matters. As of the date hereof and the Amendment Effective Date, there
are no material strikes, lockouts or slowdowns against any Borrower Party or any Subsidiary pending
or, to the knowledge of any Borrower Party, threatened. The consummation of the Transactions will
not give rise to any right of termination or right of renegotiation on the part of any union under
any collective bargaining agreement to which any Borrower Party or any Subsidiary is bound, the
termination or renegotiation of which could reasonably be expected to have a Material Adverse
Effect. Any payments due from any Borrower Party or any Subsidiary, or for which any claim may be
made against any Borrower Party or any Subsidiary, on account of wages and employee health and
welfare insurance and other benefits, have been paid or accrued as a liability on the books of any
Borrower Party or such Subsidiary except to the extent that such nonpayment or nonaccrual would not
reasonably be expected to have a Material Adverse Effect.



     Section 3.09. Investment Company Act. No Borrower Party is an “investment company” or an
“affiliated person” of, “promoter” or “principal underwriter” for, or a company “controlled” by an
“investment company,” within the meaning of the Investment Company Act of 1940, as amended. The



52









 







repayment of the Loan by the Borrowers and the consummation of the transactions contemplated
by this Agreement and the other Loan Documents will not violate any provision of such act or any
rule, regulation or order issued by the Securities and Exchange Commission thereunder.



     Section 3.10. Regulation U. No Borrower Party is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U of the Federal Reserve Board). No proceeds of the
Loan were used to purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying any margin stock.



     Section 3.11. Information. All written information furnished by or on behalf of any Borrower
Party to any Lender Party or the FRBNY in connection with this Agreement, any other Loan Document
or the transactions contemplated hereby or thereby, on the date furnished (and when taken in
connection with previous information so furnished, and the information contained in the Parent
Borrower’s filings with the Securities and Exchange Commission, for the purpose of completeness)
shall have been, to the best of each Borrower Party’s knowledge after due inquiry, true, accurate
and, when taken as a whole, complete in every material respect as of the date of such information,
and as of the Amendment Effective Date none of such information shall contain any material
misstatement of fact or shall omit to state any material fact necessary to make such information in
light of the circumstances under which it was made or provided, not misleading; provided that to
the extent any such information, report, financial statement, exhibit or schedule was based upon or
constitutes an opinion, forecast or projection, each Borrower Party represents only that it acted
in good faith and utilized assumptions reasonable at the time made (based upon accounting
principles consistent with the historical audited financial statements of the Parent Borrower) and
exercised due care in the preparation of such information, report, financial statement, exhibit or
schedule.



     Section 3.12. Compliance with Applicable Laws, etc. Each Borrower Party is in compliance
with the requirements of all applicable laws, rules, regulations, judgments (unless such judgment
has been properly appealed and such appeal is being diligently prosecuted by such Person and for
which reserves required in accordance with GAAP have been made), agreements, decrees and orders of
all Governmental Authorities (including ERISA and any Environmental Law) applicable to it, except
for noncompliance that could not reasonably be expected to have a Material Adverse Effect.



     Section 3.13. Insurance. Each Borrower Party maintains, or has caused to be maintained,
insurance as required by the Mortgage.



53









 





     Section 3.14. Taxes. Each Borrower Party has (i) filed or caused to be filed all federal,
state, local and foreign Tax returns or Tax materials required to have been filed by it with a
Governmental Authority, except where the failure to
file any such return or material would not reasonably be expected to have a Material Adverse
Effect and (ii) paid or caused to be paid all Taxes due and payable by it and all assessments
received by it, except Taxes the non-payment of which would not reasonably be expected to have a
Material Adverse Effect or that are being disputed in good faith or contested in good faith by
appropriate proceedings and for which such Borrower Party shall have set aside on its books
reserves required in accordance with GAAP. All such Tax returns are true and correct in all
material respects. No Tax Lien or similar Adverse Claim has been filed, and no claim is being
asserted, with respect to any such Taxes, that would reasonably be expected to have a Material
Adverse Effect. Any Taxes, fees and other governmental charges payable by any Borrower Party in
connection with the execution and delivery of this Agreement and the other Loan Documents and the
making of any payment required hereby or thereby have been paid or will be paid when due, except
Taxes the non-payment of which would not reasonably be expected to have a Material Adverse Effect.
No Borrower Party is aware of any proposed or pending tax assessments, deficiencies or audits that
could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.



     Section 3.15. Borrower Information. Schedule 3.15, as updated from time to time in writing
to the Lender Parties, accurately sets forth with respect to each Borrower Party (i) the location
of its chief executive office, (ii) its jurisdiction of incorporation, (iii) its entity type and
(iv) its employer or taxpayer identification number (if any) issued by its jurisdiction of
incorporation. Each Borrower Party only has one jurisdiction of incorporation.



     Section 3.16. Solvency. As of the Amendment Effective Date (and as also reflected on the
Parent Borrower’s consolidated balance sheet dated as of June 30, 2009, and confirmed by the
Appraisals dated as of September 30, 2009, delivered to the Security Trustee as a condition to the
occurrence of the Effective Date), the fair value of the assets of each of (x) the Parent Borrower
and (y) the Borrower Parties taken as a whole, exceed their respective liabilities. As of the
Amendment Effective Date, neither the Borrower Parties taken as a whole, nor the Parent Borrower,
will be rendered insolvent as a result of the transactions contemplated by this Agreement and the
other Loan Documents.



     Section 3.17. Sanctions. None of the Borrower Parties, any of their Subsidiaries or any
director, officer, employee, agent, affiliate or representative of any Borrower Party or any of its
Subsidiaries is a Person that is, or is owned or controlled by a Person that is, (i) the subject of
any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign
Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”),
the Government of Ireland or other sanctions authority relevant in the



54









 







United States, Ireland,
France, Malaysia or any other jurisdiction of incorporation or formation of any Borrower or
Intermediate Lessee (collectively, “Sanctions”), or (ii) located, organized or resident in a
country or territory that is the subject of Sanctions (each, a “Prohibited Country”). For purposes
of this Agreement, the Prohibited Countries shall be those countries reasonably determined by the
Required Persons as subject to Sanctions from time to time and notified to the Borrower
Parties. The Prohibited Countries as of the date hereof are listed on Annex 1.



     Section 3.18. Depositary Banks. The names and addresses of the depositary banks which
maintain the Collection Accounts, together with the account numbers of each Collection Account are
as specified in Schedule 2.11 hereto, as such Schedule 2.11 may be updated from time to time in
writing to the Lender Parties. The Collection Accounts are the only accounts into which Collections
are currently notified to Lessees to be deposited or remitted.



     Section 3.19. Description of Aircraft and Leases.



     (a) Schedule 3.19(a) attached hereto, as supplemented from time to time pursuant to Section
2.12(b) and Section 5.11(a)(ix) hereof is a true and correct list of all Pool Aircraft (other than
the Supplemental Pool Aircraft) and the country of registration of such Pool Aircraft.



     (b) Schedule 3.19(b) attached hereto, as supplemented from time to time pursuant to Section
2.18(f) of the Mortgage, is a true and correct list of all Leases (including, without limitation,
any head leases), other than Leases with respect to Supplemental Pool Aircraft, in effect with
respect to the Pool Aircraft and the name and jurisdiction of organization or incorporation of the
applicable Lessees.



     (c) Schedule 3.19(c) attached hereto, as supplemented from time to time at the request of any
Required Person, is a true and correct list of all Supplemental Pool Aircraft and the country of
registration of such Supplemental Pool Aircraft.



     (d) Schedule 3.19(d) attached hereto, as supplemented from time to time at the request of any
Required Person, is a true and correct list of all Leases (including, without limitation, any head
leases) in effect with respect to the Supplemental Pool Aircraft, and the name and jurisdiction of
organization or incorporation of the applicable Lessees.



     Section 3.20. Withholding Tax. Any and all payments made to any Borrower Party by any Lessee
under the terms of a Lease are required to be made and are made free and clear of and without
deduction for any and all present or future Taxes, other than Taxes customarily excluded from
gross-up and indemnification in accordance with Leasing Company Practice (including net income or
franchise Taxes imposed by the Borrower Party’s jurisdiction of



55









 







organization or Tax residence or a
jurisdiction in which the Borrower Party has an office, Taxes resulting from the negligence or
willful misconduct of the Borrower Party or the Borrower Party’s failure to provide documentation
or information that would establish an exemption from or reduction in an otherwise applicable
withholding Tax (to the extent the Borrower Party is legally able to do so), and Taxes resulting
from a transfer of an interest in the applicable aircraft or lease) (all Taxes referenced in this
sentence, other than those so customarily excluded,
“Lessee Taxes”). To the extent that any Lessee is required by law to withhold or pay any
amounts in respect of Lessee Taxes on any payments made to a Borrower Party under the terms of a
Lease, such Lessee is required under the terms of the relevant Lease (i) to increase the sum
payable to such Borrower Party so that, after making all required deductions for Lessee Taxes, such
Borrower Party shall receive an amount equal to the sum it would have received had no such
deductions been made, (ii) to make such deductions and pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable laws, and (iii) to
indemnify and hold harmless such Borrower Party for any liability of such Borrower Party that
results from the non-payment of any Lessee Taxes.



ARTICLE 4

Conditions




     Section 4.01. Amendment Effective Date. The effectiveness of this Agreement on the Amendment
Effective Date is subject to the satisfaction (or waiver in accordance with Section 8.02) of the
following conditions precedent:



     (a) The Lender (or its counsel) shall have received from each Borrower Party and the Security
Trustee executed counterparts of this Agreement.



     (b) The Lender shall have received from each Borrower Party, the Security Trustees and the
FRBNY executed counterparts of the Mortgage and all supplements thereto in a form sufficient to
file with the FAA, the International Registry and any other Governmental Authority where filing or
registration of the Mortgage and any supplements thereto is required under Requirements of Law of
the United States to perfect the Security Trustee’s security interest in, and Lien on, the Pool
Aircraft and all other Aircraft Assets (as determined by the Required Persons in their sole
discretion).



     (c) The Lender shall have received a favorable written opinion (addressed to each Lender Party
and the FRBNY and dated the Amendment Effective Date) of each of (i) Clifford Chance US LLP with
respect to New York law, in-house counsel to the Parent Borrower with respect to California law and
other matters, and A&L Goodbody with respect to Irish law, White & Case LLP with respect to French
law and Zul Rafique & partners with respect to Malaysian



56









 







law, each counsel for the Borrower
Parties, substantially in the form of Exhibit G-1A, G-1B, G-1C, G-1D and G-1E (as applicable)
hereto as to such matters as any Lender Party or the FRBNY may request, including non-contravention
of any indenture, agreement, mortgage, deed of trust or other instrument to which any Borrower
Party is a party or by which it is bound or any of its properties are subject (including, but not
limited to, any Lease), and (ii) Daugherty, Fowler, Peregrin, Haught & Jenson, A Professional
Corporation, special FAA counsel to the Borrower Parties, substantially in the form of Exhibit G-2,
and, in the case of each opinion required by this subsection, covering such other matters relating
to the Borrower Parties, the Loan Documents, the Collateral or the transactions contemplated
thereby as any Lender Party or the FRBNY shall reasonably request. The Borrower Parties requests
such counsel to deliver such opinions.



     (d) The Lender shall have received a Deposit Account Control Agreement with respect to each
Collection Account, in each case duly executed and delivered by the applicable Borrower Party, the
Security Trustee and the applicable depositary bank.



     (e) The Security Trustee shall have received UCC Financing Statements from each Borrower
Party, naming such Borrower Party as debtor, naming the Security Trustee (for the benefit of the
Secured Parties) as secured party and describing the applicable Collateral (such UCC Financing
Statements to be satisfactory to the Security Trustee).



     (f) The Lender shall have received such documents and certificates as the Required Persons or
their respective counsel may reasonably request relating to the organization, existence and, if
applicable, good standing of the Borrower Parties, the authorization of the transactions
contemplated by the Loan Documents and any other legal matters relating to the Borrower Parties,
the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form
and substance satisfactory to the FRBNY and their counsel.



     (g) The Lender shall have received a certificate, dated the Amendment Effective Date and
signed by the President, a Vice President or a Financial Officer of the Parent Borrower, confirming
compliance with the conditions set forth in clauses (m) and (n) of this Section 4.01.



     (h) The Borrowers shall have paid all fees and other amounts due and payable to the Lender
Parties and the FRBNY on or before the Amendment Effective Date, including, to the extent invoiced
in reasonable detail, all out-of-pocket expenses (including fees, charges and disbursements of
counsel) required to be reimbursed or paid by the Borrower Parties under the Loan Documents.



     (i) The Security Trustee and the FRBNY shall have received the results of a recent Lien, tax
and judgment search in each relevant jurisdiction, including



57









 







without limitation the FAA registry
and the International Registry with respect to each Borrower Party and the Collateral, revealing no
Liens on any of the assets of any Borrower Party or the Collateral, other than Permitted Liens.



     (j) All consents and approvals required to be obtained by the Borrower Parties from any
Governmental Authority or other Person in connection with the transactions contemplated by the Loan
Documents shall have been obtained, and all applicable waiting periods and appeal periods shall
have expired, in each case without the imposition of any burdensome condition.



     (k) The Lender shall have received evidence satisfactory to it and the FRBNY that each
Borrower Party has delivered irrevocable instructions to each Applicable Obligor instructing it to
pay all Collections in respect of any Lease in the future directly to a Collection Account.



     (l) The Lender shall have received a certificate from the Chief Financial Officer of the
Parent Borrower, in form and substance satisfactory to it and the FRBNY, with respect to the
Borrower Parties, taken as a whole, corresponding to the representations in Section 3.16.



     (m) The representations and warranties of the Borrower Parties contained in Article 3 of this
Agreement and contained in each other Loan Document shall be true and correct on and as of the
Amendment Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such
earlier date.



     (n) Immediately after giving effect to the Loan, no Default shall have occurred and be
continuing.



     (o) Each of the Required Persons shall have received three Appraisals of each Pool Aircraft in
form and substance satisfactory to it. Such Appraisals shall (i) have been conducted by a
Qualified Appraiser prior to the Amendment Effective Date and (ii) show that the aggregate
Appraised Value of all Pool Aircraft as of the Amendment Effective Date is sufficient to cause the
Loan-to-Value Ratio to be less than or equal to 50%, after giving pro forma effect to the New Loan
to be made on the Amendment Effective Date and the outstanding balance of the Loan.



     (p) Each of the Required Persons shall have received evidence satisfactory to it that each of
the Pool Aircraft are Owned by a Borrower as of the Amendment Effective Date.



     (q) Each of the Required Persons shall have received evidence satisfactory to it that the
Parent Borrower has received all waivers and/or amendments to its existing indentures, agreements,
mortgage, deeds of trust and



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other instruments to which it is a party necessary to allow it to
undertake the transactions contemplated by the Loan Documents.



     (r) The Lender Parties and the FRBNY shall have received from each Borrower Party such
supplements to the Mortgage, charges, consents, control agreements, Irish Mortgages, UCC Financing
Statements and amendments and other similar instruments, agreements, certificates, documents and
opinions of counsel as the Lender Parties or the FRBNY may reasonably request, together with
evidence to their satisfaction that all necessary actions have been taken, in order to grant (i)
the First Lien Security Trustee, for the benefit of the FRBNY, a first-priority security interest
in, and Lien on, the Collateral (other than Aircraft Assets relating
to the Required Pool Aircraft and
the Supplemental Pool Aircraft),
which shall secure the First Lien Secured Obligations (as defined in the Mortgage), (ii) the
Third Lien Security Trustee, for the benefit of the FRBNY, a third-priority security interest in,
and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the
Supplemental Pool Aircraft), which shall secure the Third Lien Secured Obligations (as defined in
the Mortgage) and (iii) the Fourth Lien Security Trustee, for the benefit of the FRBNY, a
fourth-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets
relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the
Fourth Lien Secured Obligations (as defined in the Mortgage) provided that only the Express
Perfection Requirements shall be required to be satisfied; provided, further, that,
for the purposes of this clause (r), Required Cape Town Registrations with respect to assignments
of International Interests in Leases that are not registered on the International Registry as of
the Amendment Effective Date shall be made within one month of the Amendment Effective Date.



     (s) (a) The First Lien Security Trustee, for the benefit of the FRBNY, shall have a first
priority perfected security interest in the Collateral (other than Aircraft Assets relating to the
Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) and (b)
the Third Lien Security Trustee, for the benefit of the FRBNY, shall have a third priority
perfected security interest in the Collateral (other than Aircraft Assets relating to the Required
Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) (in each case,
it being understood and agreed that, with respect to each Aircraft Asset, only the Express
Perfection Requirements shall be required to be satisfied).



     (t) The Lender Parties and the FRBNY shall have received a report from Simat Helliesen &
Eichner, Inc. in form and substance satisfactory to the Required Persons opining as to such matters
as the Required Persons may require.



     (u) The Lender shall have received copies of the Borrower Party Guarantee and the Charge Over
Shares of the Irish Subsidiary Borrower, duly



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executed by each Borrower Party party thereto,
together with all documents required to be delivered thereunder.



     (v) The Lender shall have received a signed original of a Note with respect to the Loan, duly
executed by each Borrower.



     (w) The Required Persons shall have received evidence, in form and substance satisfactory to
them, that the requirements of Section 60 of the Companies Act 1963 (as amended) of Ireland and the
analogous provisions of any other relevant jurisdiction in relation to financial assistance have
been complied with in full by the Irish Subsidiary Borrower and the Irish Initial Intermediate
Lessee.


Promptly after the Amendment Effective Date occurs, the Lender shall notify each Borrower Party,
the Security Trustee, and the FRBNY thereof, and such notice shall be conclusive and binding.




     Section 4.02. Consequences of Effectiveness. (a) On the Amendment Effective Date the Existing
Loan Documentation shall be automatically amended and restated in its entirety to read as set forth
herein. On and after the Amendment Effective Date, the rights and obligations of the parties
hereto shall be governed by this Agreement; provided, that the rights and obligations of
the Lender and the Parent Borrower with respect to the period prior to the Amendment Effective Date
shall continue to be governed by the provisions of the Existing Loan Documentation.



     (b) On the Amendment Effective Date, the Existing Loans owing under the Existing Loan
Documentation shall be deemed to be outstanding as the Loan of the Lender hereunder (and shall no
longer be deemed outstanding under the Existing Loan Documentation) and will constitute continuing
obligations hereunder.



     Section 4.03. Quiet Enjoyment Letters. Prior to the Amendment Effective Date, the Security
Trustee shall have provided a quiet enjoyment letter (in the form provided to the Security Trustee
by the Parent Borrower) relating to each Lease of each Aircraft that will be a Pool Aircraft as of
the Amendment Effective Date.



ARTICLE 5

Covenants




     Until all the principal of and interest on the Loan and all fees payable hereunder have been
paid in full, each Borrower Party covenants and agrees with the Lender that:



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     Section 5.01. Legal Existence and Good Standing. Except as permitted under Section 2.12,
Section 2.13 or Section 5.25, such Borrower Party shall maintain (a) its legal existence and, if
applicable, good standing in the jurisdiction of its incorporation and (b) its qualification and,
if applicable, good standing in all other jurisdictions in which the failure to maintain such
qualification and good standing could reasonably be expected to cause a Material Adverse Effect.



     Section 5.02. Protection of Security Interest of the Lender.



     (a) Such Borrower Party shall deliver to the Security Trustee such additional supplements to
the Mortgage, Irish Mortgages, Charges Over Shares, charges, consents, control agreements and other
similar instruments, agreements, certificates, opinions and documents (including UCC Financing
Statements and charge documents) as the Security Trustee, any Lender Party or the FRBNY may
reasonably request to effectuate the terms hereof and under and in accordance with the
Security Documents and thereby to:




     (i) (A) grant, maintain, protect and evidence security interests in favor of the
Security Trustee, for the benefit of the Secured Parties, (B) 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 Ireland and (4) the laws of any other jurisdiction applicable to the Borrower
Party (in the judgment of the Security Trustee), in any or all present and future property
of such Borrower Party 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




     (ii) 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 or
advisable under (A) the laws of the United States (or any instrumentality thereof), (B)
the Cape Town Convention, (C) the laws of Ireland or (D) the laws of any other
jurisdiction applicable to the Borrower Party (in the judgment of the Security Trustee);


it being understood and agreed that, with respect to the security interest in any Aircraft Asset,
only the Express Perfection Requirements shall be required to be satisfied and (A) with respect to
the Required Pool Aircraft, the requirements of


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clause (ii) of the definition of “Express Perfection
Requirements” shall be required to be satisfied only from and
after (1) with respect to the Type A Required Pool Aircraft, October
23, 2009 and (2) with respect to The Type B Required Pool Aircraft, December 1, 2009, (B) with
respect to the Supplemental Cape Town Pool Aircraft, the requirements of clause (iii) of the
definition of “Express Perfection Requirements” shall be required to be satisfied only from and
after October 23, 2009, (C) with respect to the Supplemental Non-Treaty Pool Aircraft, the
requirements of clause (iv) of the definition of “Express Perfection Requirements” shall be
required to be satisfied only from and after October 23, 2009 and (D) with respect to the
Supplemental Geneva Pool Aircraft, the requirements of clause (v) of the definition of “Express
Perfection Requirements” shall be required to be satisfied only from and after December 1, 2009.




     (b) No Borrower Party shall change its name, identity or corporate structure (within the
meaning of Article 9 of the UCC) unless such Borrower Party 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 the Mortgage, the other Security Documents, any filings or
registrations or any financing statement or continuation statement filed pursuant to the terms
hereof or any other Loan Documents misleading within the meaning of Section 9-402(7) of the UCC or
any other applicable law, such Borrower Party shall promptly file appropriate amendments to all
previously made filings or registrations and all previously filed financing statements and
continuation statements.



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



     (d) Each Borrower Party shall furnish to the Lender Parties and the FRBNY from time to time
such statements and schedules further identifying and describing the Collateral as the Required
Persons may reasonably request, all in reasonable detail.



     Section 5.03. Other Liens or Interests. Except for the security interests granted under Loan
Documents, and as otherwise permitted under the Loan Documents (including Section 5.06), no
Borrower Party will sell, pledge, assign or transfer to any other Person (other than as permitted
hereunder), or grant, create, incur, assume or suffer to exist any Adverse Claim in excess of
$2,000,000 on, any Pool Aircraft or other Collateral or interest therein and, in the case of any
Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee, any other assets
or any interest therein, and each Borrower Party shall have the obligation and the non-exclusive
right to defend the right, title, and interest of the Security Trustees (for the benefit of the
Secured Parties (as defined in the



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Mortgage)) in and to the Collateral against all claims of third
parties claiming through or under any Borrower Party or otherwise.



     Section 5.04. Burdensome Agreements. No Borrower Party shall enter into or cause, suffer or
permit to exist, any agreement with any Person, other than the Lender Parties pursuant to this
Agreement or any other Loan Documents or any New Loan Documents, which prohibits or limits the
ability of such Borrower Party to (i) create, incur, assume or suffer to exist any Lien upon, or
(ii) restricts transfers of, (in the case of any Borrower Party other than the Parent Borrower or
any Initial Intermediate Lessee) any of its property, assets or revenues, and (in the case of the
Parent Borrower or any Initial Intermediate Lessee) any Owned Collateral, other than Permitted
Liens, whether now owned or hereafter acquired; provided that this Section 5.04 shall not
apply to agreements entered into by the Parent Borrower prior to the Amendment Effective Date and
set forth on Schedule 5.04 hereto.



     Section 5.05. Ownership, Operation and Leasing of Pool Aircraft. No Borrower Party shall:



     (a) Other than in connection with a sale, transfer or other disposition permitted under
Section 5.06, permit any Person (except to the extent of the Local Requirements Exception) to own
beneficially or of record any Pool Aircraft;



     (b) Enforce any Lease with respect to any Pool Aircraft in a manner other than in a manner
consistent with Leasing Company Practice;



     (c) Enter into a Lease with respect to a Pool Aircraft unless such Lease is an Eligible Lease
and the Lessee is an Eligible Carrier; and



     (d) Enter into a Future Lease with a Lessee if such entry would result in a Lessee Limitation
Event;


provided that a Borrower shall be entitled to cure any Default under clause (b) or (c) or
any Lessee Limitation Event by substituting for the applicable Pool Aircraft without any mandatory
prepayment obligation in respect thereof, one or more Non-Pool Aircraft, each with a date of
manufacture after October 31, 2004 and otherwise satisfactory to the Required Persons, in each case
such that the Designated Pool shall be in compliance with the Pool Specifications after giving pro
forma effect to such substitution.




     Section 5.06. Limitation on Disposition of Aircraft. Except as expressly provided in Section
2.12(a) or Section 5.25, no Borrower shall sell, transfer or otherwise dispose of any Pool Aircraft
unless the Net Sale Proceeds of such sale, transfer or other disposition are applied in accordance
with Section 2.07(b)(i) and the Parent Borrower shall not sell, transfer or otherwise dispose of
Non-Pool



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Aircraft without the prior written consent of Required Persons except (i) to any of its
Subsidiaries or to a trust, nominee, conditional vendor or other Person where the Parent Borrower
or any of its Subsidiaries holds 100% of the beneficial interests therein, (ii) pursuant to any
exchange of aircraft of substantially equal value, (iii) to a lessee or any of its Affiliates or
nominees pursuant to a purchase option in the applicable lease documentation, (iv) in connection
with a contract, letter of intent, term sheet or similar document in existence on the Amendment
Effective Date, (v) as salvage or otherwise to its insurers, (vi) as may be expressly consented to
in writing by the Required Persons or (vii) if the proceeds from such disposition together with the
proceeds from other Non-Pool Aircraft dispositions (A) in such fiscal year (exclusive of
dispositions referred to in clauses (i) through (vi)) are less than $500,000,000 in the aggregate
and (B) prior to the Maturity Date (exclusive of dispositions referred to in clauses (i) through
(vi)) are less than $2,000,000,000 in the aggregate. Notwithstanding the foregoing or anything to
the contrary stated herein, no Borrower shall sell, transfer or otherwise dispose of any Aircraft
until the Required Perfection Date.



     Section 5.07. Extension, Amendment or Replacement of Leases.



     (a) No Borrower Party shall amend, replace, or waive any term of, or otherwise modify any
Lease in a manner inconsistent with Leasing Company
Practice; provided that in no event shall any amendment, replacement or waiver cause
such Lease to cease to contain or comply with the Core Lease Provisions.



     (b) Upon the termination of any Lease with respect to any Pool Aircraft, the applicable
Borrower Parties shall (or the Parent Borrower shall on their behalf) use their reasonable
commercial efforts consistent with Leasing Company Practice to renew or extend such Lease or lease
such Pool Aircraft to another Eligible Carrier pursuant to an Eligible Lease. No such additional
Lease shall be permitted if it would constitute a Lessee Limitation Event; provided that no
Lessee Limitation Event shall be deemed to have occurred as a result of the renewal, extension or
replacement of any Lease with the same Eligible Carrier.



     Section 5.08. Representations Regarding Operation. No Borrower Party shall represent or hold
out, or consent to any Lessee to represent or hold out, any Lender Party or the FRBNY 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 5.09. Compliance with Laws, Etc. Each Borrower Party shall comply in all material
respects with all Requirements of Law (including any Environmental Law, ERISA or any laws
applicable to any Foreign Pension Plan), rules, regulations and orders and preserve and maintain
its corporate existence, rights, franchises, qualifications, and privileges except to the extent
that the



64









 







failure so to comply with such laws, rules and regulations or the failure so to preserve
and maintain such existence, rights, franchises, qualifications, and privileges is caused by a
Third Party Event (and only for so long as the Parent Borrower and the applicable Borrower Party
are complying with the requirements of the proviso to the last paragraph of Section 2.18(c) of the
Mortgage) or would not materially adversely affect the Collateral, the collectability of monies
owed under the Leases or the ability of such Borrower Party to perform its obligations under the
Loan Documents.



     Without limiting the foregoing, each Borrower Party shall obtain all governmental (including
regulatory) registrations, certificates, licenses, permits and authorizations required to be
obtained by it in connection with the Loan Documents 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 would not materially adversely affect the Collateral, the collectability of monies
owed under the Leases or the ability of such Borrower Party to perform its obligations under the
Loan Documents, in which case all appropriate governmental (including regulatory) registrations,
certificates, licenses, permits and authorizations shall be maintained.



     Section 5.10. Notice of Adverse Claim or Loss. Each Borrower Party shall notify the Lender
Parties and the FRBNY promptly after a responsible officer of the Parent Borrower obtaining
knowledge thereof, in writing and in reasonable detail, (i) of any Adverse Claim known to it made
or asserted against any of the Collateral (other than Permitted Liens), (ii) of the occurrence of
any event which would have a material adverse effect on the assignments and security interests
granted by the Borrower Parties under any Loan Document, (iii) of any loss, theft, damage, or
destruction to any Pool Aircraft if the potential cost of repair or replacement of such asset
(without regard to any insurance claim related thereto) may exceed the greater of the damage
notification threshold under the relevant Lease and $2,000,000; and (iv) as soon as such Borrower
Party becomes aware of any settlement offer received by such Borrower Party with respect to any
claim of damage or loss in excess of $10,000,000 with respect to a Pool Aircraft.



     Section 5.11. Reporting Requirements.



     (a) The Parent Borrower shall furnish, or cause to be furnished, to the Required Persons:




     (i) on the fifth Business Day following the last Business Day of each calendar month,
the Monthly Report;



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     (ii) as soon as available and in any event within 90 days after the end of each
Fiscal Year, a copy of the audited consolidated financial statements, prepared in
accordance with GAAP, for such year of the Parent Borrower and its consolidated
Subsidiaries, certified by any firm of nationally recognized independent certified public
accountants;




     (iii) as soon as available and in any event within 45 days after the end of each of
the first three quarters of each Fiscal Year, with respect to the Parent Borrower and its
consolidated Subsidiaries, unaudited consolidated balance sheets as of the end of such
quarter and as at the end of the previous Fiscal Year, and consolidated statements of
income for such quarter and for the period commencing at the end of the previous Fiscal
Year and ending with the end of such quarter prepared in accordance with GAAP, certified
by the officer in charge of financial matters of the Parent Borrower identifying such
balance sheets or statements as being the balance sheets or statements of the Parent
Borrower described in this paragraph (iii) and stating that the information set forth
therein fairly presents the financial condition of the Parent Borrower and its
consolidated Subsidiaries as of the last day of such quarter of such Fiscal Year in
conformity with GAAP, subject to year-end adjustments and omissions of footnotes and
subject to the auditors’ year end report;




     (iv) promptly after receipt thereof, a copy of any “management letter” received by
any Borrower Party from its certified public accountants and the management’s response
thereto;




     (v) concurrently with each delivery of financial statements under clause (ii) or
(iii) above, a certificate of a Financial Officer of the Parent Borrower (A) certifying as
to whether to his or her knowledge an Event of Default has occurred and is continuing
(exclusive of any Event of Default under Section 6(f) (other than as a result of breach of
Section 5.28)) and, if an Event of Default has occurred and is continuing, specifying the
details thereof and any action taken or proposed to be taken with respect thereto, and (B)
stating whether any change in GAAP or in the application thereof has occurred since the
date of the Parent Borrower’s most recent audited financial statements referred to in
Section 3.04 or delivered pursuant to this Section and, if any such change has occurred,
specifying the effect of such change on the financial statements accompanying such
certificate;




     (vi) as soon as possible and in any event within two (2) Business Days after he or
she obtains knowledge of the occurrence and continuance of a Default or an Event of
Default (exclusive of any Event of Default under Section 6(f) (other than as a result of
breach of Section



66









 







5.28)), a written statement of a Financial Officer of the Parent
Borrower setting forth complete details of such Default or Event of Default, and the
action, if any, which the Borrower Parties have taken or propose to take with respect
thereto;




     (vii) promptly, from time to time, subject to applicable confidentiality restrictions
such other information, documents, Records or reports respecting the Pool Aircraft, the
Leases, the Aircraft Assets or the condition or operations, financial or otherwise, of the
Borrower Parties or any of their Subsidiaries which are reasonably available to it and
which any Lender Party or the FRBNY may, from time to time, reasonably request;




     (viii) prompt written notice of the issuance by any court or governmental agency or
authority of any injunction, order, decision or other restraint prohibiting, or having the
effect of prohibiting, the performance of any Borrower Party’s obligations hereunder or
under any other Loan Document, or invalidating, or having the effect of invalidating, any
provision of this Agreement, or any other Loan Document, or the initiation of any
litigation or similar proceeding seeking any such injunction, order, decision or other
restraint, in each case, of which a responsible officer has knowledge;




     (ix) within ten (10) Business Days of each LTV Determination Date, a certificate of a
Financial Officer (an “LTV Certificate”) setting
forth in detail reasonably satisfactory to the Lender (i) computations of the
Loan-to-Value Ratio as of such LTV Determination Date, (ii) if applicable, the LTV Cure(s)
to be undertaken by the Borrowers to cure any breach of Section 5.22 (including, if
applicable, the Non-Pool Aircraft that the Borrowers propose to add to the Designated Pool
to effectuate such LTV Cure) and (iii) a complete list of all Pool Aircraft comprising the
Designated Pool as of such LTV Determination Date (which list shall replace Schedule
3.19(a) hereto upon delivery of such LTV Certificate), together with three Appraisals,
each conducted by a Qualified Appraiser, in substance reasonably satisfactory to the
Lender, of any Aircraft added (or being added or being proposed to be added pursuant to an
LTV Cure) to the Designated Pool since the immediately preceding LTV Determination Date;




     (x) as soon as is available and in any case within ten (10) Business Days after the
Appraisal Date, three Appraisals of each Pool Aircraft from Qualified Appraisers and, at
any time during the continuance of an Event of Default, at the request of either of the
Required Persons, Appraisals of the Pool Aircraft specified in such request from Qualified
Appraisers. Each Appraisal shall be conducted (i) by a



67









 







Qualified Appraiser, (ii) at the
sole cost and expense of the Borrowers and (iii) no more than thirty (30) days prior to
the date such Appraisal is furnished.



     (b) The Lender Parties and the FRBNY are hereby authorized to deliver a copy of any such
financial or other information delivered hereunder to any other Lender Party or the FRBNY, to any
Government Authority having jurisdiction over any such Person or any Borrower Party pursuant to any
written request therefor or in the ordinary course of examination of loan files, to any rating
agency in connection with their respective ratings of commercial paper issued by the Lender or to
any other Person who shall acquire or consider the assignment of, or acquisition of any interest
in, any Obligation permitted by this Agreement; provided, that such Person (not including
any Government Authority or any rating agency) agrees in writing to the confidentiality provisions
set forth in Section 8.12.



     Section 5.12. Limitation on Engaging in Business Activities. The Parent Borrower shall not
engage in any business or activity other than any of the businesses in which it is engaged on the
Amendment Effective Date, and any business reasonably related thereto. The Parent Borrower shall
continue to operate the business which it operates on the date hereof and business incidental
thereto. Holdings will not engage in any business or activity other than owning all of the
outstanding shares of any Borrower Party and activities incidental thereto. No other Borrower
shall engage in any business or activity other than the ownership and/or leasing and/or disposition
of Pool Aircraft, and any business reasonably related thereto.



     Section 5.13. Limitation on Transactions with Affiliates. No Borrower Party shall enter
into, renew or extend any transaction (including the purchase, sale, lease or exchange of property
or assets, or the rendering of any service) with any Affiliate of the Parent Borrower or any of its
Subsidiaries (except in each case the Parent Borrower or another Borrower or an Intermediate
Lessee), except upon terms no less favorable to such Borrower Party than could be obtained, at the
time of such transaction or at the time of the execution of the agreement providing therefor, in a
comparable arm’s-length transaction with a Person that is not such an Affiliate and pursuant to
enforceable agreements. Notwithstanding the foregoing, nothing in this Section shall have the
effect of prohibiting any transaction authorized by Section 2.12(a) hereof or any insurance or
derivative transaction between Parent Borrower and Parent or any Affiliate of Parent, provided that
such insurance or derivative transaction is entered into solely to hedge or mitigate risks to which
such Borrower Party is exposed in the ordinary course of conduct of its business or management of
its liabilities and not for speculative purposes.



     Section 5.14. [Intentionally Omitted].



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     Section 5.15. Limitation on Capital Expenditures. (a) The Borrower Parties will not make or
commit to make any Capital Expenditure in an amount greater than $10,000,000 in any fiscal year, if
any Lender Party or the FRBNY shall have notified the applicable Borrower Party of its objection
thereto following receipt of written notice not less than 10 Business Days prior to any such
Capital Expenditure.



     (b) Notwithstanding the exclusion from the definition of Capital Expenditures of expenditures
(including Capital Lease Obligations) in respect of aircraft and aircraft related equipment, the
Borrower Parties will not make or commit to make an acquisition of an aircraft (other than pursuant
to an exercise of rights or remedies under a secured loan, conditional sale or finance lease or
transfer in lieu thereof or an exercise of rights under a residual value guaranty, loss guaranty or
similar arrangement) that as of the Amendment Effective Date is not the subject of an existing
contractual commitment to acquire such aircraft (each a “Proposed Aircraft Purchase”), if any
Required Person shall have notified the applicable Borrower Party of its objection to such Proposed
Aircraft Purchase within thirty (30) days following written notice from the applicable Borrower
Party of such Proposed Aircraft Purchase, which notice shall be given by such Borrower Party not
less than forty five (45) days prior to the commitment to make such acquisition (such written
notice to include a summary description of the aircraft, the reason for acquiring the aircraft, the
purchase price of the aircraft, the proposed lessee of the aircraft together with the rent and
lease term in respect of any proposed lease of the aircraft, and the means by which the Parent
Borrower proposes to finance the acquisition of the aircraft); provided that,
notwithstanding the foregoing, no Required Person shall have the right to object to a Proposed
Aircraft Purchase to the extent that (x) the purchase price of such Proposed Aircraft Purchase,
together with the purchase price of any other Proposed Aircraft
Purchase of any Borrower Party not consented to by the Required Persons pursuant to this
clause that became subject to a contractual commitment entered into in the applicable fiscal year,
does not exceed $100,000,000 in the aggregate in such applicable fiscal year and (y) the applicable
Borrower Party has provided a written notice of such Proposed Aircraft Purchase consistent with
this clause (b) and has consulted with the FRBNY with respect to such Proposed Aircraft Purchase
during the thirty (30) day period referred to above. This clause (b) shall not apply to (i)
exchanges of “delivery slots” in respect of an aircraft to be purchased from a manufacturer unless
the aggregate purchase price for the aircraft contractually committed to be purchased is increased
by more than $25,000,000 or (ii) the incurrence of a Capital Lease Obligation in respect of an
aircraft that is either the subject of an existing contractual commitment to purchase as of the
Amendment Effective Date or already Owned at the time of such incurrence.



     Section 5.16. Limitation on Certain Restrictions on Subsidiaries. No Borrower Party (except
the Parent Borrower and except any Initial Intermediate Lessee) shall, or shall cause or permit any
of its Subsidiaries to, directly or



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indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of such Borrower Party or any of its
Subsidiaries to (i) pay dividends or make any other distributions on its Equity Interests owned
directly or indirectly by such Borrower or any other of its Subsidiaries or pay any indebtedness
owed to such Borrower Party, (ii) make loans or advances to such Borrower Party or (iii) transfer
any of its properties to such Borrower Party, except for such encumbrances or restrictions existing
under or by reason of (x) a Requirement of Law or (y) this Agreement or any other Loan Document.



     Section 5.17. Audits; Inspections. Not more frequently than once in any 12 month period in
the case of Aircraft Collateral not in the possession of a Borrower Party, and otherwise not more
frequently than three (3) times per calendar year (unless an Event of Default shall have occurred
and be continuing), each of the Required Persons, or their respective agents or representatives,
may, upon reasonable notice and during regular business hours, at the Borrower Party’s expense,
which notice shall in no event be less than five (5) Business Days (except if an Event of Default
shall have occurred and be continuing), as requested by the Lender Parties or the FRBNY, subject to
any limitations in a Lease and applicable confidentiality restrictions, (i) conduct inspections of
the Aircraft Collateral and the Records and collections systems of any Borrower Party, (ii) examine
and make copies of and abstracts from all books, records and documents (including computer tapes
and disks) in the possession or under the control of any Borrower Party, relating to the Aircraft
Collateral, and (iii) visit the offices and properties of any Borrower Party, for the purpose of
examining such materials described in clause (ii) above, and discussing matters relating to the
Aircraft Collateral or any Borrower Party’s performance under the Loan Documents or under the
Leases with any appropriate officers or employees of any Borrower Party, having knowledge of such
matters.



     Section 5.18. Margin Regulations. No part of the proceeds of the Loan will be used, directly
or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal
Reserve Board, including Regulations T, U and X.



     Section 5.19. Insurance. Each Borrower Party shall maintain or cause to be maintained
insurance covering such risks, and in such amounts as specified in Section 2.19 and Schedule V of
the Mortgage.



     Section 5.20. UNSC, EU and United States Sanctions and Export Restrictions. No Borrower
Party shall, nor shall it permit or cause any of its Subsidiaries to, directly or through a
Subsidiary, lease, sell, purchase or own an aircraft, to any Person to which the export and/or use
of such aircraft or engine is not permitted (including by reason of such Person’s location), or
would not be permitted if the Borrower Party’s transaction were governed by the laws of the



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United
States, under (A) any UNSC sanctions or export restrictions, (B) any EU sanctions or export
restrictions, (C) any sanctions administered or enforced by OFAC, (D) the Export Administration
Regulations administered by the Bureau of Industry and Security of the U.S. Commerce Department,
(E) the International Traffic in Arms Regulations administered by the Directorate of Defense Trade
Controls of the U.S. Department of State, or (F) any subsequent sanctions, regulations or orders,
the effect of which prohibits or restricts the export and/or use of aircraft to such country or
such Person, after giving effect in each case to applicable licenses and other exemptions. Each
Borrower Party shall, and shall cause any of its Subsidiaries to, deliver to the Lender any
certification or other evidence reasonably requested from time to time by the Lender, confirming
its compliance with this Section.



     Section 5.21. Sanctions. (a) No Borrower Party shall, directly or indirectly, use the
proceeds of the Loan, or lend, contribute or otherwise make available any funds to any subsidiary,
joint venture partner or other Person (i) to fund any activities or business of or with any Person
or in any country or territory that, at the time of such funding or facilitation, is the subject of
any Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any
Lender Party participating in the Loan, whether as lender, borrower, advisor or otherwise.



     (b) No Borrower Party shall permit any Pool Aircraft (i) to be registered in, or operated by
any Lessee domiciled in, or organized under the laws of, a Prohibited Country or (ii) to be
operated by any Lessee under a Lease if the existence of such Lease would cause any Borrower Party
to be in violation of Section 5.20 or this Section 5.21, otherwise in violation of any Sanctions,
or in violation of any Requirement of Law relating to money laundering, including the Bank Secrecy
Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”), or any
implementing regulations thereunder.



     Section 5.22. Loan-to-Value Ratio.



     (a) The Borrowers will not permit the Loan-to-Value Ratio on any LTV Determination Date during
any period to exceed 50%.



     (b) The Loan-to-Value Ratio shall be tested on the Amendment Effective Date, each Appraisal
Date, upon the removal of any Pool Aircraft from the Designated Pool in accordance with Section
2.12(b), upon the substitution of a Non-Pool Aircraft for a Pool Aircraft without a prepayment
under Section 2.07(a)(iii) and upon a Specified Representation Deficiency in accordance with
Section 2.12(h) (each such date, a “LTV Determination Date”).



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     (c) In the event that the Loan-to-Value Ratio as of any LTV Determination Date is greater than
that permitted pursuant to Section 5.22(a) above, the Borrowers shall be required, in any
combination, to (i) prepay all or a portion of the Outstanding ILFC Loans by deposit into the FRBNY
Account and/or (ii) add Non-Pool Aircraft, each with a date of manufacture after October 31, 2004
and otherwise satisfactory to the Required Persons, to the Designated Pool, in each case such that
the Designated Pool shall be in compliance with the Pool Specifications after giving pro forma
effect to such addition (each of (i) and (ii), an “LTV Cure”), in an aggregate amount sufficient to
cause the Loan-to-Value Ratio, after giving pro forma effect to any LTV Cure, to satisfy the
requirements of Section 5.22(a) as of the most recent LTV Determination Date.



     (d) The Borrowers shall complete the applicable LTV Cure(s) in a manner reasonably
satisfactory to the Required Persons on or prior to the earlier of (i) forty five (45) days
following the date on which the Required Persons confirm to the Parent Borrower that the applicable
Non-Pool Aircraft are satisfactory including that the proposed security interests therein can be
perfected in accordance with the terms of this Agreement and the other Loan Documents and (ii)
sixty five (65) days following the delivery of the applicable LTV Certificate; provided
that in the event the applicable LTV Certificate specifies that the only LTV Cure to be undertaken
by the Borrowers is prepayment of the Outstanding ILFC Loans in accordance with Section 5.22(c)(i),
the Borrowers shall be required to so prepay the Outstanding ILFC Loans within three (3) Business
Days following the delivery of such LTV Certificate.



     Section 5.23. Indebtedness. No Borrower Party other than the Parent Borrower or any Initial
Intermediate Lessee shall, create, incur, assume or suffer to exist any indebtedness, other than
the Obligations under the Loan Documents and the New Loan Documents; provided, that each
such Borrower Party shall be permitted to incur minimal obligations (in no event to exceed $20,000
at any time outstanding) for its day to day operations (such as expenses for stationary, audits and
maintenance of legal status) and customary intercompany charges, loans and advances and other
obligations in the course of its business permitted hereunder; provided that, any such
intercompany charges, loans and advances, and other obligations shall take place exclusively among
the Borrower Parties.



     Section 5.24. In General. Notwithstanding anything to the contrary contained herein, no
Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee shall (i) engage
in any business or activity other than (A) maintaining its corporate existence, (B) participating
in tax, accounting and other administrative activities and (C) the execution and delivery of the
Loan Documents and the New Loan Documents to which it is a party and the performance of its
obligations thereunder and matters incidental thereto or (ii) own any assets other than the
Collateral or and subordinated intercompany loans, advances and other obligations as allowed under
Section 5.23.



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     Section 5.25. Mergers, Consolidations and Sales of Assets. Except as permitted in Section
2.12 or Section 5.06, no Borrower Party shall merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or sell, transfer or otherwise
dispose of (in one transaction or in a series of transactions) all or substantially all the assets
(whether now owned or hereafter acquired) of any Borrower Party (unless such merger or
consolidation is with or into, or such assets are sold, transferred or otherwise disposed of to,
another Borrower Party (other than an Initial Intermediate Lessee)).



     Section 5.26. Separateness of SPCs and Qualifications of Irish SPCs. (a) Without limiting
any, and subject to all, other covenants of the Borrower Parties contained in this Agreement, each
Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee shall conduct its
business and operations separate and apart from that of any other Person (including the Parent
Borrower and any other Borrower Party), it being understood that the Parent Borrower (or a
Subsidiary thereof) may act as a “servicer” to any other Borrower Party and in such capacity may
perform, or cause to be performed, leasing, administration, sale, aircraft and equipment
maintenance and related services on behalf of such Borrower Party, including advancing funds to,
obtaining loans from and charging fees and expenses to the other Borrower Parties and shall cause
each Borrower Party to comply with this Section 5.26. In furtherance of the foregoing, with
respect to each Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee:




     (i) Each such Borrower Party shall hold all of its assets in its own name.




     (ii) Each such Borrower Party shall conduct its own business in its own name and, for
all purposes, shall not operate, or purport to operate, collectively as a single or
consolidated business entity with respect to any person (other than for Tax purposes
pursuant to applicable rules relating to consolidated or similar Tax groups or to entities
disregarded for Tax purposes).




     (iii) Each such Borrower Party shall pay its own debts, liabilities and expenses
(including overhead expenses, if any) only out of its own assets as the same shall become
due.




     (iv) Each such Borrower Party has observed, and shall observe all organizational
formalities, in each case to the extent necessary to preserve its separate existence
(except as otherwise permitted hereunder), and shall preserve its existence (except as
otherwise permitted hereunder), and it shall not, nor shall it permit any Affiliate or any
other Person to, amend, modify or otherwise change the Organizational Documents or
Operating Documents in a manner that would adversely affect the



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existence of such Borrower
as a special purpose entity (except for consolidation for financial reporting and for Tax
purposes, including being disregarded entities for Tax purposes).




     (v) Each such Borrower Party does not, and shall not, (A) guarantee, become obligated
for, or hold itself or its credit out to be responsible for or available to satisfy, the
debts or obligations of any other Person (except another Borrower Party) or (B) control
the decisions or actions respecting the daily business or affairs of any other Person, in
each case except as permitted by or pursuant to the Loan Documents or pursuant to
customary intercompany management arrangements.




     (vi) Each such Borrower Party shall maintain its assets in such a manner that it will
not be costly or difficult to segregate, ascertain or identify its individual assets from
those of any Affiliate or any other Person.




     (vii) No Borrower Party shall use its separate existence to perpetrate a fraud in
violation of applicable law.




     (viii) No Borrower Party shall, in connection with the Loan Documents, act with an
intent to hinder, delay or defraud any of its creditors in violation of applicable law.




     (ix) Except for Permitted Liens, no such Borrower Party shall grant a security
interest or otherwise pledge its assets for the benefit of any other Person.




     (x) No such Borrower Party shall make loans or advances to any Person, except as
permitted by or pursuant to the Loan Documents.




     (xi) No such Borrower Party shall make a transfer of its assets except as permitted
by or pursuant to the Loan Documents.




     (xii) Each such Borrower Party shall pay the salaries of its own employees (if any).




     (xiii) Each such Borrower Party shall correct any known misunderstanding regarding
its separate identity.




     (xiv) Each such Borrower Party shall maintain adequate capital in light of its
business operations.



     (b) Failure by any Borrower Party to comply with any of the obligations set forth in clause
(a) above shall not affect the status of such Borrower Party as a



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separate legal entity or render
any action taken by such Borrower Party ultra vires.



     (c) Each Borrower Party shall cause each SPC which is organized under the laws of Ireland to
operate and be managed in such a manner that its “centre of main interest” (as that phrase is used
in Article 3(i) of Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings) is at all times
located in Ireland.



     Section 5.27. Transfer of Leases. (a) Any Initial Intermediate Lessee that within three
months of the Amendment Effective Date has not had 100% of its Equity Interests transferred to
Holdings or a Subsidiary of Holdings shall take all actions necessary to enter into novations with
a Borrower Party (other than any other Initial Intermediate Lessee) with respect to each
Intermediate Lease to which such Initial Intermediate Lessee is a party on or before the six-month
anniversary of the Amendment Effective Date.



     Section 5.28. Compliance with Parent Facility. Notwithstanding anything else to the contrary
in this Article 5, no Borrower Party shall take or be permitted to take any action it is not
otherwise permitted to take under the terms of the Parent Facility or to refrain from taking any
action it is otherwise required to take thereunder.



     Section 5.29. Post-Amendment Effective Date Ownership. Unless otherwise agreed, following
the Amendment Effective Date, (a) any Pool Aircraft registered in a country which has (i) ratified
the Geneva Convention and (ii) not Ratified the Cape Town Convention and (b) any Pool Aircraft
registered in a country which has ratified neither the Geneva Convention nor the Cape Town
Convention, shall be Owned by the Irish Subsidiary Borrower or a Designated Borrower organized
under the laws of Ireland.



ARTICLE 6

Events of Default




     If any of the following events (“Events of Default”) shall occur:



     (a) any Borrower shall fail to pay any principal of the Loan when the same shall become due;



     (b) any Borrower shall fail to pay when due any interest on the Loan and such failure shall
continue unremedied for a period of three Business Days, or any Borrower shall fail to pay when due
any fee or other amount (except an
amount referred to in clause (a) above) payable under any Loan Document, and such failure
shall continue unremedied for a period of seven Business Days after demand upon or other notice to
such Borrower;



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     (c) any representation, warranty or certification made or deemed made by or on behalf of any
Borrower Party in or in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made
or deemed made and the adverse effect thereof, if capable of being remedied, shall continue
unremedied for a period of 30 days after the date on which the applicable Borrower Party shall have
received written notice thereof from any Lender Party;



     (d) any Borrower shall fail to observe or perform any covenant or agreement contained in
Sections 5.01, 5.02, 5.03, 5.06, 5.11(a)(ix), 5.15, 5.19, 5.20, 5.21 or 5.22(d).



     (e) any Borrower Party shall fail to observe or perform any covenant or agreement contained in
any Loan Document (other than those specified in clause (a), (b) or (d) above), and such failure
shall continue unremedied for a period of twenty (20) days after notice thereof from any Lender
Party or the FRBNY to the Parent Borrower (which notice will be given at the request of either
Required Person);



     (f) any event or condition occurs that results in the Parent’s obligations under the Parent
Facility becoming due before its scheduled maturity or that enables or permits the FRBNY or any
trustee or agent on its behalf to cause such obligations to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, before the scheduled maturity therefor;
provided that this clause shall not apply to the Parent’s obligations under the Parent
Facility that become due as a result of a voluntary sale or transfer of property permitted by the
Parent Facility;



     (g) any event or condition occurs that results in Material Indebtedness becoming due before
its scheduled maturity or that enables or permits the holder or holders of Material Indebtedness or
any trustee or agent on its or their behalf to cause Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled
maturity; provided that this clause shall not apply to secured Material Indebtedness that
becomes due as a result of a voluntary sale or transfer of the property securing such Material
Indebtedness;



     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of any Borrower Party or its
debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership, examinership or
similar law now or hereafter in effect or (ii) the appointment of a



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receiver, trustee, custodian,
sequestrator, conservator or similar official for any Borrower Party or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty
(60) days or an order or decree approving or ordering any of the foregoing shall be entered;



     (i) any Borrower Party shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization, examination or other relief under any Federal, state or
foreign bankruptcy, insolvency, receivership, examinership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) above, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
any Borrower Party or for a substantial part of its respective assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make
a general assignment for the benefit of creditors or (vi) have its board of directors vote to
approve any action for the purpose of effecting any of the foregoing;



     (j) any Borrower Party shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;



     (k) one or more judgments for the payment of money in an aggregate amount exceeding
$25,000,000 shall be rendered against the Borrower Parties taken as a whole and shall remain
undischarged for a period of thirty (30) consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy
upon any asset of any Borrower Party to enforce any such judgment; or



     (l) any Lien purported to be created under any Security Document shall cease to be, or shall
be asserted by any Borrower Party not to be, a valid and perfected Lien on any Collateral with the
same priority as and to the extent provided for under the applicable Security Documents except as a
result of a sale or other disposition of the applicable Collateral in a transaction permitted under
the Loan Documents;



     (m) an ERISA Event shall have occurred that when taken either alone or together with all other
such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;


then, and in every such event (except an event with respect to the Borrower described in clause (h)
or (i) above), and at any time thereafter during the continuance of such event, the Lender may, and
at the request of the FRBNY shall, by notice to the Borrowers, declare the Loan then outstanding to
be due and payable in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the


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principal of the Loan so declared to be due and payable, together with accrued interest thereon and
all fees and other obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are
waived by the Borrowers; and in the case of any event with respect to any Borrower Party described
in clause (h) or (i) above, the principal of the Loan then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or other notice of any
kind, all of which are waived by the Borrower Parties.




ARTICLE 7

Guaranty




     Section 7.01. Guaranty. Each Borrower Party hereby guarantees the punctual payment upon the
expiration of any applicable remedial period, whether at scheduled maturity or by acceleration,
demand or otherwise, of all of its Guaranteed Obligations (each Borrower Party in its capacity as
guarantor under this Article 7, 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 Borrower Party to any Secured Party
under or in respect of the Loan Documents 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 Borrower Party.



     Section 7.02. Contribution. Subject to Section 7.03, 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 7 or the Borrower Party Guarantee, 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
Loan Documents.



     Section 7.03. Guaranty Absolute. Each Guarantor Party guarantees that its Guaranteed
Obligations will be paid in accordance with the terms of the Loan Documents, 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 Obligations of each Guarantor Party under
or in respect of this Article 7 are independent of the Guaranteed Obligations or any other
Obligations of any other Borrower Party under or in respect of the Loan Documents, and a separate
action or actions may be brought and prosecuted against each Guarantor Party to enforce this
Article 7, irrespective of whether any action is brought against any other Borrower Party or
whether any other Borrower



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Party is joined in any such action or actions. The liability of each
Guarantor Party
under this Article 7 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 any Loan Document 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 Obligations of any other Borrower Party under or in
respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from
any Loan Document, including, without limitation, any increase in its Guaranteed Obligations
resulting from the extension of additional credit to any Borrower Party 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 Borrower Party under the Loan Documents or any other assets of any
Borrower Party or any of its Subsidiaries;



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



     (f) any failure of any Secured Party to disclose to any Borrower Party any information
relating to the business, condition (financial or otherwise), operations, performance, properties
or prospects of any other Borrower Party 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



79









 







available to, or a discharge of, any
Borrower Party or any other guarantor or surety other than satisfaction in full of the Obligations.


This Article 7 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 Borrower or any other Loan Party or otherwise, all as though such payment had
not been made.




     Section 7.04. Waiver and Acknowledgments. (i) 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 7 and any requirement that any Secured Party protect,
secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any
action against any Borrower Party or any other Person or any Collateral.



     (a) Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke
this Article 7 and acknowledges that this Article 7 is continuing in nature and applies to all of
its Guaranteed Obligations, whether existing now or in the future; provided that the Parent
Borrower shall be released as a Guarantor Party when it ceases to be a Borrower pursuant to Section
2.13.



     (b) Each Guarantor Party hereby unconditionally and irrevocably waives any defense 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 Borrower Parties, any other guarantor or any
other Person or any Collateral and any defense based on any right of set-off or counterclaim
against or in respect of the Obligations of such Guarantor Party under this Article 7.



     (c) 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 Borrower Party or any of its Subsidiaries now or hereafter known by such Secured Party.



     (d) Each Guarantor Party acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Loan Documents and that the waivers
set forth in this Article 7 are knowingly made in contemplation of such benefits.



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     Section 7.05. 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
Borrower Party or any other insider guarantor that arise from the existence, payment, performance
or enforcement of such Guarantor Party’s Guaranteed Obligations under or in respect of any Loan
Document,
including, without limitation, 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 Borrower Party 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, without limitation, the right to take or receive from any other Borrower Party 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 7
shall have been paid in full in cash, it being understood that payments in respect of inter-company
advances exclusively among the Borrower Parties in the ordinary course of business are not
prohibited under this Section 7.05 unless an Event of Default has occurred and is continuing and,
if applicable, a “Notice of Exclusive Control” (as defined in any applicable Deposit Account
Control Agreement) has been given. 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 7, 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 Lender
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 7, whether matured or unmatured, in accordance with the terms of the Loan Documents,
or to be held as Collateral for any of such Guarantor Party’s Guaranteed Obligations or other
amounts payable by it under this Article 7 thereafter arising. If all of the Guaranteed
Obligations and all other amounts payable under this Article 7 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 7.



     Section 7.06. Payment Free and Clear of Taxes. Any and all payments by any Guarantor Party
under this Article 7 shall be made in accordance with the provisions of this Agreement, including
the provisions of Section 2.09 (and such Guarantor Party shall make such payments of Taxes or Other
Taxes to the extent described in Section 2.09), as though such payments were made by a Borrower.



81









 





     Section 7.07. No Waiver; Remedies. No failure on the part of any Secured Party 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 7.08. Continuing Guaranty. This Article 7 is a continuing guaranty and shall (a)
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 7, and (b) inure to the benefit of and be enforceable
by the Secured Parties and their 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 Required Persons.



     Section 7.09. Subordination of Certain Intercompany Indebtedness. Each Guarantor Party
hereby agrees that any obligations owed by it to another Borrower Party shall be subordinated to
the Obligations of such Guarantor Party and that any indebtedness owed to it by another Borrower
Party shall be subordinated to the Obligations of such other Borrower Party, it being understood
that such Guarantor Party or such other Borrower Party, as the case may be, may make payments on
such intercompany indebtedness unless an Event of Default has occurred and is continuing and, if
applicable, a “Notice of Exclusive Control” (as defined in any applicable Deposit Account Control
Agreement) has been given.



     Section 7.10. 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 Borrower Party organized under the
laws of Ireland are insufficient to pay in full all claims made by the Secured Parties in respect
of Guaranteed Obligations of such Borrower Party, then the Secured Parties shall have no further
claim against such Borrower Party with respect to its Guaranteed Obligations for amounts that
exceed its direct or indirect assets at such time.



     (c) The guarantees, obligations, liabilities and undertakings granted by the French Initial
Intermediate Lessee under this Article 7, this Agreement and the other Loan Documents shall, for
each relevant financial year, be, in any and all cases, strictly limited to 90% of the annual net
margin generated by the French Initial Intermediate Lessee in connection with back-to-back leasing
activities between it and the Parent Borrower with respect to the lease of Pool Aircraft.



82









 





ARTICLE 8

Miscellaneous




     Section 8.01. Notices. (a) Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, or sent by telecopy, as
follows:




     (i) if to any Borrower Party, to International Lease Finance Corporation at 10250
Constellation Blvd., Suite 3400, Los Angeles, CA 90067, Attention of Treasurer with a copy
to the General Counsel (Telecopy No. (310 788-1990);




     (ii) if to the Lender prior to October 24, 2009, to AIG Funding, Inc., 72 Wall Street
/ 10th Floor, New York, NY 10005, Attention of Neil Friedman (Telecopy No. 212-363-7176);




     (iii) if to the Lender on or after October 24, 2009, to AIG Funding, Inc., 180 Maiden
Lane / 24th Floor, New York, NY 10038, Attention of Neil Friedman (Telecopy No.
212-770-9362);




     (iv) if to the Security Trustee, to Wells Fargo Bank Northwest, National Association,
299 South Main Street / 12th Floor, Salt Lake City, UT 84111, Attention of the Corporate
Lease Group (Telecopy No. 801-246-5053);




     (v) if to the FRBNY, to the Federal Reserve Bank of New York at 33 Liberty Street,
New York, NY 10045, Attention of James R. Hennessey, Legal Department (Telecopy No.
212-720-7797) with a copy to Steven J. Manzari, Credit, Investment & Payment Risk
(Telecopy No. 212-720-6332).



     (b) The Lender or the Parent Borrower may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or
communications.



     (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the Lender and the Parent Borrower. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement will
be deemed to have been given on the date of receipt.



     Section 8.02. Waivers; Amendments. (a) No failure or delay by any Lender Party in exercising
any right or power hereunder or under any other Loan



83









 







Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Lender Parties
under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of any Loan Document or consent to any departure
by any Borrower Party therefrom shall in any event be effective unless the same shall be permitted
by subsection (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the entry into this Agreement shall not be
construed as a waiver of any Default, regardless of whether any Lender Party had notice or
knowledge of such Default at the time.



     (b) No Loan Document or provision thereof may be waived, amended or modified except, in the
case of this Agreement, by an agreement or agreements in writing entered into or consented to by
the Borrowers and the Required Persons or, in the case of any other Loan Document, by an agreement
or agreements in writing entered into by the parties thereto with the written consent of the
Required Persons; provided that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Security Trustee without such Person’s prior written consent. Any
purported waiver, amendment or other modification of any Loan Document or any provision thereof
that does not comply with this Section 8.02(b) shall be null and void and of no legal effect.



     Section 8.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers agree to pay all
reasonable out-of-pocket expenses incurred by the Security Trustee and the FRBNY in connection with
its due diligence and the financial analysis of the Borrowers, the preparation and administration
of this Agreement and the other Loan Documents, any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall
be consummated) or incurred by the any Lender Party or the FRBNY in connection with the enforcement
or protection of its rights in connection with this Agreement and the other Loan Documents,
including in each case the fees, charges and disbursements of counsel, accountants, financial
advisers and other experts engaged by the Required Persons (including the allocated fees of
in-house counsel).



     (b) Each Borrower agrees to indemnify each Lender Party and each of their respective
Representatives and the FRBNY (each such Person being called an “Indemnitee”) against, and to hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements (exclusive however of Taxes,
it being understood that the sole indemnification provided by the Borrowers to the Indemnitees in
respect of Taxes is set forth in Section 2.09), incurred by or



84









 







asserted against any Indemnitee
arising out of, in any way connected with or as a result of any claim, litigation, investigation or
proceeding, whether or not any Indemnitee is a party thereto (and regardless of whether such matter
is initiated by a third party or by a Borrower, any other Borrower Party or any of their respective
Affiliates) relating to: (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the performance by the
parties thereto of their respective obligations thereunder or the consummation of the transactions
contemplated thereby, (ii) the use of the proceeds of the Loan, or (iii) any actual or alleged
presence or release of Hazardous Materials on any property currently or formerly owned, leased,
operated or used by any Borrower Party or any of its Subsidiaries, or any Environmental Liability
related in any way to any Borrower Party or any of its
Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. Except with respect
to a claim asserted against the FRBNY, the relevant Borrower Party shall defend the claim and the
relevant Indemnitee shall cooperate in the defense. Other than with respect to any claim asserted
against the FRBNY, the Borrowers may, in their sole discretion, and at their expense, control the
defense of a claim including, without limitation, designating counsel for the relevant Indemnitee
(excluding for the avoidance of doubt the FRBNY) and controlling all negotiations, litigation,
arbitration, settlements, compromises and appeals of any such claim; provided that (i) the
Borrowers may not agree to any settlement involving any Indemnitee that contains any element other
than the payment of money and complete indemnification of the Indemnitee without the prior written
consent of the affected Indemnitee, (ii) the Borrowers shall engage and pay the expenses of
separate counsel for the Indemnitee to the extent that the interest of the relevant Indemnitee are
in conflict with those of the Borrowers or any other Borrower Party and (iii) the Indemnitee shall
have the right to approve the counsel designated by the Borrowers which consent shall not be
unreasonably withheld.



     (c) To the extent permitted by applicable law, no Borrower Party shall assert, and it waives,
any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated by the Loan Documents, the Loan or the use of the proceeds thereof.



     (d) The provisions of Section 2.09 and this Section 8.03 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement or any other Loan
Document, the consummation of the transactions contemplated hereby and thereby, the repayment of
the Loan, the



85









 







invalidity or unenforceability of any term or provision of this Agreement or any
other Loan Document or any investigation made by or on behalf of any Lender Party or the FRBNY.
All amounts due under this Section 8.03 shall be payable on written demand therefor.



     Section 8.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding
on and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) other than as provided in Section 2.12, Section 2.13 or Section
5.25 hereof, no Borrower may assign, delegate or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Required Persons (and any attempted
assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no
Lender may assign, delegate or otherwise transfer its rights or obligations hereunder except in
accordance with this Section. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (except the
parties hereto, their respective successors and assigns permitted hereby and, to the extent
expressly provided herein, the Related Parties of the Lender Parties) any legal or equitable right,
remedy or claim under or by reason of this Agreement.



     (b) The Lender may at any time assign all or any portion of its rights under this Agreement to
the FRBNY to secure extensions of credit to the Lender from the FRBNY.



     Section 8.05. Survival. All covenants, agreements, representations and warranties made by
the Borrower Parties in the Loan Documents and in certificates or other instruments delivered in
connection with or pursuant to the Loan Documents shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of the Loan Documents,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that any Lender Party may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and
effect as long as any principal of or accrued interest on the Loan or any fee or other amount
payable hereunder is outstanding and unpaid.



     Section 8.06. Counterparts; Integration; Effectiveness. 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 other Loan Documents 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. Except as provided in
Section 4.01, this Agreement (i) will become effective when the Lender shall have signed this
Agreement and received counterparts hereof that,



86









 







when taken together, bear the signatures of each
of the other 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 will be effective as delivery of a
manually executed counterpart of this Agreement.



     Section 8.07. Severability. If any provision of any Loan Document is invalid, illegal or
unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision
shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such
invalidity, illegality or unenforceability, (ii) the other provisions of the Loan Documents shall
remain in full force and effect in such jurisdiction and shall be liberally construed in favor of
the Lender Parties in order to carry out the intentions of the parties thereto as nearly as may be
possible and (iii) the invalidity, illegality or unenforceability of any such provision in any
jurisdiction shall not affect the validity, legality or enforceability of such provision in any
other jurisdiction.



     Section 8.08. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     Section 8.09. Jurisdiction; Consent to Service of Process. (a) To the extent permitted by
applicable law, party hereto 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 Loan 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
Lender Party or the FRBNY may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against any Borrower Party or its properties in the courts of
any jurisdiction.



     (b) Each party hereto 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
Loan Documents in any New York State or federal court. Each of the parties hereto hereby
irrevocably



87









 







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 8.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     Section 8.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.



     Section 8.11. Headings. Article and Section headings and the Table of Contents herein are
for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.



     Section 8.12. Confidentiality. Each party hereto agrees to keep confidential all non public
information, including, without limitation, the Loan Documents, and other related documents
provided to it by any Person pursuant to or in connection with the Loan Documents; provided
that nothing herein shall prevent any party from disclosing any such information (a) to its
Representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such information and instructed to keep such information
confidential), (b) upon the request or demand of any regulatory authority or quasi-regulatory
authority (such as the NAIC), (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) in connection with the exercise of any remedies
hereunder or under the other Loan Documents or any suit, action or proceeding relating to the
enforcement of its rights hereunder or thereunder, (e) with the consent of the Parent Borrower, the
Lender Parties and the FRBNY or (f) to the extent such information becomes publicly available other
than as a result of a breach of this Section 8.12; provided further that prior to
any disclosure of information pursuant to clauses (b), (c) and (d) of the proviso above, the
applicable party shall notify



88









 







the other parties and the FRBNY, if legally permitted to do so, of
any proposed disclosure as far in advance of such disclosure as practicable and, upon the
applicable other party’s or the FRBNY’s request, take all reasonable actions to ensure that any
information disclosed is accorded confidential treatment, or if such notice to the other party or
the FRBNY, as applicable, is prohibited by law, inform the relevant court, regulatory authority or
quasi-regulatory authority of the other party’s or the FRBNY’s interest in the disclosed
information and request that such court, regulatory authority or quasi-regulatory authority inform
the other party and the FRBNY of the disclosure.



     Section 8.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to the Loan, together with all fees, charges and other
amounts that are treated as interest on the Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged or
otherwise received by the Lender in accordance with applicable law, the rate of interest payable in
respect of the Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of the Loan but were not payable as a result of the operation of this
Section shall be cumulated and the interest and Charges payable to the Lender in respect of other
Loan or periods shall be increased (but not above the Maximum Rate therefor) until the
Lender shall have received such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of payment.



     Section 8.14. USA Patriot Act. The Lender hereby notifies each Borrower Party that pursuant
to the requirements of the Patriot Act, it is required to obtain, verify and record information
that identifies such Borrower Party, which information includes the name and address of such
Borrower Party and other information that will allow the Lender to identify such Borrower Party in
accordance with the Patriot Act.



     Section 8.15. Third Party Beneficiary. Each party hereto agrees that the FRBNY is an express
third-party beneficiary of this Agreement, entitled to enforce and to enjoy all rights and
privileges set out in this Agreement or any other Loan Document to which it is not a party
notwithstanding that it is not a party to this Agreement or such other Loan Document.



89









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	/s/
Alan H. Lund
	 
	 	 	Name:  	Alan H. Lund	 
	 	 	Title:  	Vice Chairman and Chief Financial Officer	 
	 
	 	By:  	/s/
Pamela S. Hendry
	 
	 	 	Name:  	Pamela S. Hendry	 
	 	 	Title:  	Senior Vice President and Treasurer	 
	 
	 	STATES AIRCRAFT, INC.

 	 
	 	By:  	/s/
Pamela S. Hendry	 
	 	 	Name:  	Pamela S. Hendry	 
	 	 	Title:  	Director	 
	 



	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED by SHREWSBURY
AIRCRAFT LEASING LIMITED by its duly appointed
attorney in the presence of:	 	 	 	SHREWSBURY AIRCRAFT LEASING LIMITED	 	 
	 

	 	 	 	 	 	By:	 	/s/ Niau Sommerville	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Maireadh Dale	 	 	 	 	 	Name: Niau Sommerville	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Maireadh Dale	 	 	 	 	 	Title:   Attorney	 	 
	Address:
	 	North Wall Quay, IFSC, DI	 	 	 	 	 	 	 	 
	Occupation:
	 	Solicitor	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	TOP AIRCRAFT, INC.

 	 
	 	By:  	/s/
Pamela S. Hendry	 
	 	 	Name:  	Pamela S. Hendry	 
	 	 	Title:  	Director	 



90









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED by ILFC IRELAND
LIMITED by its duly appointed attorney in the
presence of:	 	 	 	ILFC IRELAND LIMITED	 	 
	 

	 	 	 	 	 	By:	 	/s/ Niau Sommerville	 	 
	By:

	 	/s/ Maireadh Dale	 	 	 	 	 	 

Name: Niau Sommerville
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Maireadh Dale	 	 	 	 	 	Title:   Attorney	 	 
	Address:
	 	North Wall Quay, DI	 	 	 	 	 	 	 	 
	Occupation:
	 	Solicitor	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	ILFC FRANCE S.A.R.L.

 	 
	 	By:  	/s/
Niau
Sommerville	 
	 	 	Name:  	Niau
Sommerville	 
	 	 	Title:  	Gerart	 
	 
	 	ILFC LABUAN LTD.

 	 
	 	By:  	/s/
Julie I. Sackman	 
	 	 	Name:  	Julie I. Sackman	 
	 	 	Title:  	Director	 
	 
	 	AIG FUNDING, INC.

 	 
	 	By:  	/s/
Robert
A. Gender	 
	 	 	Name:  	Robert
A. Gender	 
	 	 	Title:  	President	 
	 
	 	WELLS FARGO BANK NORTHWEST, NATIONAL
     ASSOCIATION, as Security Trustee

 	 
	 	By:  	/s/
Val T. Orton	 
	 	 	Name:  	Val T. Orton	 
	 	 	Title:  	Vice President	 
	 




91











 





SCHEDULE 1.01(a)

AMENDED AND RESTATED CREDIT AGREEMENT




MATERIAL AGREEMENTS



1. Restated Articles of Incorporation of the Parent Borrower.



2. Amended and Restated By-Laws of the Parent Borrower.



3. Indenture dated as of November 1, 1991, between the Parent Borrower and U.S. Bank Trust National
Association (successor to Continental Bank, National Association), as Trustee.



4. First supplemental indenture, dated as of November 1, 2000, to the Indenture between the Parent
Borrower and U.S. Bank Trust National Association.



5. Second Supplemental Indenture, dated as of February 28, 2001, to the Indenture between the
Parent Borrower and U.S. Bank Trust National Association.



6. Third Supplemental Indenture, dated as of September 26, 2001, to the Indenture between the
Parent Borrower and U.S. Bank Trust National Association.



7. Indenture dated as of November 1, 2000, between the Parent Borrower and the Bank of New York, as
Trustee.



8. First Supplemental Indenture, dated as of August 16, 2002 to the indenture between the Parent
Borrower and the Bank of New York.



9. Fourth Supplemental Indenture, dated as of November 6, 2002, to the indenture between the Parent
Borrower and U.S. Bank National Association.



10. Fifth Supplemental Indenture, dated as of December 27, 2002, to the indenture between the
Parent Borrower and U.S. Bank National Association.



11. Sixth Supplemental Indenture, dated as of June 2, 2003, to the indenture between the Parent
Borrower and U.S. Bank National Association.



12. Seventh Supplemental Indenture, dated as of October 8, 2004, to the indenture between the
Parent Borrower and U.S. Bank National Association.



13. Eighth Supplemental Indenture, dated as of October 5, 2005, to the indenture between the Parent
Borrower and U.S. Bank National Association.



14. Ninth Supplemental Indenture, dated as of October 5, 2006, to the indenture between the Parent
Borrower and U.S. Bank National Association.



15. Tenth Supplemental Indenture, dated as of October 9, 2007, to the indenture between the Parent
Borrower and U.S. Bank National Association.




 









 







16. Agency Agreement (Amended and Restated), dated September 15, 2006, by and among the Parent
Borrower, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.



17. Supplemental Agency Agreement, dated September 7, 2007, among the Parent Borrower, Citibank,
N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.



18. Supplemental Agency Agreement, dated September 5, 2008, among the Parent Borrower, Citibank,
N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.



19. Indenture, dated as of August 1, 2006, between the Parent Borrower and Deutsche Bank

Trust Company Americas, as Trustee.



20. Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as
borrower, the Parent Borrower, as guarantor and the Bank of Scotland and the other banks listed
therein.



21. Extension Letter, dated May 11, 2009, to Aircraft Facility Agreement, dated as of May 18, 2004,
among Whitney Leasing Limited, as borrower, the Company, as guarantor, and the Bank of Scotland and
other banks listed therein.



22. $2,000,000,000 Five-Year Revolving Credit Agreement, dated as of October 15, 2004, among the
Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions
listed therein.



23. Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October
15, 2004, among the Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other
financial institutions listed therein.



24. $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the
Parent Borrower, CitiCorp USA, Inc as Administrative Agent, and the other financial institutions
listed therein.



25. Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October
14, 2005, among the Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other
financial institutions listed therein.



26. $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among the
Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions
listed therein.



27. Credit Agreement, dated as of October 13, 2009, among the Parent Borrower, the U.S. Subsidiary
Borrower, the Irish Subsidiary Borrower, Holdings, the Irish Initial Intermediate Lessee, the
French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, the Lender and the
Security Trustee.




 









 





SCHEDULE 1.01(b)

AMENDED AND RESTATED CREDIT AGREEMENT




TYPE A REQUIRED POOL AIRCRAFT




	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	MSN	 	and Model	 	Engine MSNs	 	Model
	2158
	 	Airbus A320-200
	 	575738, 575739
	 	CFM56-5B4/P
	2166
	 	Airbus A320-200
	 	575761, 575762
	 	CFM56-5B4/P
	2278
	 	Airbus A320-200
	 	575899, 577106
	 	CFM56-5B4/P
	2349
	 	Airbus A320-200
	 	577165, 577166
	 	CFM56-5B4/P
	3444
	 	Airbus A320-200
	 	697679, 697683
	 	CFM56-5B4/3
	3476
	 	Airbus A320-200
	 	697718, 697724
	 	CFM56-5B4/3
	32706
	 	Boeing 777-300ER
	 	906139, 906140
	 	GE90-115BG01
	32707
	 	Boeing 777-300ER
	 	906170, 906175
	 	GE90-115BG02
	32708
	 	Boeing 777-300ER
	 	906171, 906172
	 	GE90-115BG01
	32709
	 	Boeing 777-300ER
	 	906197, 906199
	 	GE90-115BG02
	32710
	 	Boeing 777-300ER
	 	906212, 906214
	 	GE90-115BG02
	32713
	 	Boeing 777-300ER
	 	906300, 906301
	 	GE90-115BG02
	32714
	 	Boeing 777-300ER
	 	906321, 906322
	 	GE90-115BG02
	32715
	 	Boeing 777-300ER
	 	906230, 906232
	 	GE90-115BG02
	32728
	 	Boeing 777-300ER
	 	906237, 906250
	 	GE90-115BG02
	32729
	 	Boeing 777-300ER
	 	906285, 906286
	 	GE90-115BG02
	32730
	 	Boeing 777-300ER
	 	906235, 906236
	 	GE90-115BG02
	33501
	 	Boeing 777-300ER
	 	906148, 906149
	 	GE90-115BG01
	462
	 	Airbus A330-200
	 	41224, 41225
	 	Rolls Royce TRENT 772B-60
	29395
	 	Boeing B777-300
	 	51285, 51287
	 	Rolls Royce TRENT 892-17
	28687
	 	Boeing B777-300
	 	51416, 51417
	 	Rolls Royce TRENT 892-17
	29396
	 	Boeing B777-300
	 	51378, 51379
	 	Rolls Royce TRENT 892-17
	32697
	 	Boeing B777-300
	 	51371, 51372
	 	Rolls Royce TRENT 892-17
	32699
	 	Boeing B777-300
	 	51397, 51398
	 	Rolls Royce TRENT 892-17






TYPE B REQUIRED POOL AIRCRAFT




	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	MSN	 	and Model	 	Engine MSNs	 	Model
	29373
	 	Boeing 737-800
	 	894437, 894438
	 	CFM56-7B26
	29374
	 	Boeing 737-800
	 	894504, 894505
	 	CFM56-7B26
	30704
	 	Boeing 737-800
	 	892948, 892949
	 	CFM56-7B26
	30705
	 	Boeing 737-800
	 	892983, 892985
	 	CFM56-7B26
	30716
	 	Boeing 737-800
	 	894514, 894515
	 	CFM56-7B26
	29357
	 	Boeing 737-700
	 	892238, 893236
	 	CFM56-7B24
	29358
	 	Boeing 737-700
	 	892276, 892279
	 	CFM56-7B24
	29361
	 	Boeing 737-700
	 	892350, 893348
	 	CFM56-7B24
	29362
	 	Boeing 737-700
	 	893383, 893384
	 	CFM56-7B24






 









 






	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	MSN	 	and Model	 	Engine MSNs	 	Model
	29364
	 	Boeing 737-700
	 	892611, 892612
	 	CFM56-7B24
	29365
	 	Boeing 737-700
	 	892644, 892649
	 	CFM56-7B24
	33008
	 	Boeing 737-700
	 	892399, 893389
	 	CFM56-7B24
	33009
	 	Boeing 737-700
	 	892413, 892414
	 	CFM56-7B24
	30681
	 	Boeing 737-800
	 	892286, 892287
	 	CFM56-7B26
	30682
	 	Boeing 737-800
	 	892314, 893316
	 	CFM56-7B26
	30693
	 	Boeing 737-800
	 	890660, 891655
	 	CFM56-7B26
	32800
	 	Boeing 737-800
	 	892325, 892326
	 	CFM56-7B26
	32802
	 	Boeing 737-800
	 	892404, 892405
	 	CFM56-7B26
	906
	 	Airbus A330-200
	 	41514, 41515
	 	Rolls-Royce TRENT 772B-60
	2708
	 	Airbus A320-200
	 	577506, 577507
	 	CFM56-5B4/P
	2743
	 	Airbus A320-200
	 	577543, 577544
	 	CFM56-5B4/P
	2770
	 	Airbus A320-200
	 	577587, 577590
	 	CFM56-5B4/P
	2899
	 	Airbus A320-200
	 	577752, 577753
	 	CFM56-5B4/P
	2741
	 	Airbus A321-200
	 	V12273, V12275
	 	IAE V2533-A5
	2759
	 	Airbus A321-200
	 	V12291, V12293
	 	IAE V2533-A5
	2767
	 	Airbus A321-200
	 	V12302, V12304
	 	IAE V2533-A5
	2809
	 	Airbus A321-200
	 	V12323, V12325
	 	IAE V2533-A5
	2936
	 	Airbus A321-200
	 	V12418, V12430
	 	IAE V2533-A5
	3067
	 	Airbus A321-200
	 	V12542, V12548
	 	IAE V2533-A5
	3075
	 	Airbus A321-200
	 	V12558, V12560
	 	IAE V2533-A5
	3112
	 	Airbus A321-200
	 	V12593, V12609
	 	IAE V2533-A5
	29366
	 	Boeing 737-700
	 	892720, 893709
	 	CFM56-7B24
	29367
	 	Boeing 737-700
	 	892774, 892775
	 	CFM56-7B24
	29370
	 	Boeing 737-700
	 	894369, 894370
	 	CFM56-7B24
	29371
	 	Boeing 737-700
	 	894201, 894224
	 	CFM56-7B24
	29372
	 	Boeing 737-700
	 	894345, 894357
	 	CFM56-7B24
	30697
	 	Boeing 737-800
	 	892811, 892812
	 	CFM56-7B26
	30699
	 	Boeing 737-800
	 	892847, 892848
	 	CFM56-7B26
	30708
	 	Boeing 737-800
	 	894263, 894264
	 	CFM56-7B26
	30709
	 	Boeing 737-800
	 	892897, 892904
	 	CFM56-7B26
	33006
	 	Boeing 737-800
	 	892944, 892945
	 	CFM56-7B26
	2371
	 	Airbus A319-100
	 	V11835, V11836
	 	IAE V2524-A5
	2408
	 	Airbus A319-100
	 	V11865, V11866
	 	IAE V2524-A5
	2426
	 	Airbus A319-100
	 	V11890, V11892
	 	IAE V2524-A5
	2435
	 	Airbus A319-100
	 	V11895, V11902
	 	IAE V2524-A5
	2505
	 	Airbus A319-100
	 	V11989, V11991
	 	IAE V2524-A5
	2574
	 	Airbus A319-100
	 	V12063, V12067
	 	IAE V2524-A5
	2579
	 	Airbus A319-100
	 	V12054, V12056
	 	IAE V2524-A5
	2667
	 	Airbus A319-100
	 	V12161, V12163
	 	IAE V2524-A5
	2815
	 	Airbus A319-100
	 	V12310, V12320
	 	IAE V2524-A5
	2901
	 	Airbus A319-100
	 	V12403, V12405
	 	IAE V2524-A5
	2940
	 	Airbus A319-100
	 	V12444, V12453
	 	IAE V2524-A5
	2948
	 	Airbus A319-100
	 	V12450, V12485
	 	IAE V2524-A5
	2969
	 	Airbus A319-100
	 	V12452, V12469
	 	IAE V2524-A5
	3020
	 	Airbus A319-100
	 	V12527, V12531
	 	IAE V2524-A5
	3144
	 	Airbus A319-100
	 	V12626, V12628
	 	IAE V2524-A5
	3258
	 	Airbus A319-100
	 	V12709, V12734
	 	IAE V2524-A5






 









 






	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	MSN	 	and Model	 	Engine MSNs	 	Model
	3269
	 	Airbus A319-100
	 	V12717, V12720
	 	IAE V2524-A5
	3311
	 	Airbus A319-100
	 	V12780, V12782
	 	IAE V2524-A5
	3342
	 	Airbus A319-100
	 	V12789, V12791
	 	IAE V2524-A5
	30711
	 	Boeing 737-800
	 	894412, 894413
	 	CFM56-7B26
	30725
	 	Boeing 737-800
	 	894691, 894692
	 	CFM56-7B26/3
	30673
	 	Boeing 737-800
	 	890824, 890826
	 	CFM56-7B27/B1
	30733
	 	Boeing 737-800
	 	896143, 896144
	 	CFM56-7B27/3
	30685
	 	Boeing 737-800
	 	892543, 892544
	 	CFM56-7B26
	30686
	 	Boeing 737-800
	 	892360, 892364
	 	CFM56-7B26
	30698
	 	Boeing 737-800
	 	892803, 892804
	 	CFM56-7B26
	30700
	 	Boeing 737-800
	 	892864, 892865
	 	CFM56-7B26
	30715
	 	Boeing 737-800
	 	894560, 894561
	 	CFM56-7B26
	30718
	 	Boeing 737-800
	 	894607, 894608
	 	CFM56-7B26
	30728
	 	Boeing 737-800
	 	894883, 894911
	 	CFM56-7B26/3
	32801
	 	Boeing 737-800
	 	892300, 892301
	 	CFM56-7B26
	33007
	 	Boeing 737-800
	 	892951, 892954
	 	CFM56-7B26
	35271
	 	Boeing 737-800
	 	896375, 896378
	 	CFM56-7B26/3
	35273
	 	Boeing 737-800
	 	896401, 897371
	 	CFM56-7B26/3
	35281
	 	Boeing 737-800
	 	896729, 896730
	 	CFM56-7B26/3
	3131
	 	Airbus A320-200
	 	697246, 697265
	 	CFM56-5B4/P
	3153
	 	Airbus A320-200
	 	697294, 697296
	 	CFM56-5B4/P
	3366
	 	Airbus A320-200
	 	697586, 697588
	 	CFM56-5B4/3
	3440
	 	Airbus A320-200
	 	697677, 697681
	 	CFM56-5B4/3
	3456
	 	Airbus A320-200
	 	697764, 697765
	 	CFM56-5B4/3
	3599
	 	Airbus A320-200
	 	697903, 697904
	 	CFM56-5B4/3
	2396
	 	Airbus A319-100
	 	V11860, V11862
	 	IAE V2524-A5
	3114
	 	Airbus A319-100
	 	V12588, V12595
	 	IAE V2527M-A5
	3116
	 	Airbus A319-100
	 	V12583, V12590
	 	IAE V2527M-A5
	3124
	 	Airbus A319-100
	 	V12600, V12630
	 	IAE V2527M-A5
	30723
	 	Boeing 737-800
	 	894656, 894675
	 	CFM56-7B26/3
	2171
	 	Airbus A320-200
	 	575770, 575771
	 	CFM56-5B4/P
	2182
	 	Airbus A320-200
	 	575784, 575785
	 	CFM56-5B4/P
	2199
	 	Airbus A320-200
	 	575803, 575804
	 	CFM56-5B4/P
	30679
	 	Boeing 737-800
	 	890621, 890622
	 	CFM56-7B27/B1
	30666
	 	Boeing 737-800
	 	890740, 890741
	 	CFM56-7B26
	30680
	 	Boeing 737-800
	 	890618, 890619
	 	CFM56-7B26
	30690
	 	Boeing 737-800
	 	890644, 891637
	 	CFM56-7B26
	30691
	 	Boeing 737-800
	 	892363, 893365
	 	CFM56-7B26
	30692
	 	Boeing 737-800
	 	890634, 891633
	 	CFM56-7B26






 









 








SCHEDULE 2.11

AMENDED AND RESTATED CREDIT AGREEMENT




COLLECTION ACCOUNTS




	 	 	 
	ILFC Collection Account

	 	JPMorgan Chase Bank, N.A. 

New York, New York

ABA No. 021000021

For credit to A/C # 806031357, 

International Lease Finance Corporation Collection A/C, 

Attention: Sandra Frierson

Telephone: (212) 623-5115
	 
	 	 
	ILFC Ireland Limited Collection Account

	 	Bank of Ireland

Global Markets

Colvill House

PO Box 2386 Talbot Street

Dublin 1, Ireland

Sort Code: 901394

SWIFT: BOFIIE2D

Account No.: 32462003

IBAN: IE88BOFI90139432462003
	 
	 	 
	ILFC Labuan Ltd. Collection Account

	 	JPMorgan Chase Bank, N.A. 

New York, NY

ABA No. 021000021

For credit to A/C # 507-953312, 

NY Escrow Incoming Wire Account

FFC: ILFC Labuan Collection Account, 

A/C # 806032181

Attention: Sandra Frierson

Tel # 212-623-5115
	 
	 	 
	ILFC France S.a.r.l. Collection Account

	 	JPMorgan Chase Bank

14 Place Vendome

75001 Paris

France

Swift CHASFRPP

Acct. 609110601

IBAN: FR7630628000010060911060165







 









 






SCHEDULE 3.06

AMENDED AND RESTATED CREDIT AGREEMENT




PERMITTED LIENS



1. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor
Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the
Federal Aviation Administration on June 12, 2008 and assigned Conveyance No.
NW000311.



2. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor
Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the
Federal Aviation Administration on June 12, 2008 and assigned Conveyance No.
CA000422.



3. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor
Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the
Federal Aviation Administration on September 23, 2008 and assigned Conveyance No.
SF001229.



4. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor
Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the
Federal Aviation Administration on June 12, 2008 and assigned Conveyance No.
DM000708.



5. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor
Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the
Federal Aviation Administration on June 12, 2008 and assigned Conveyance No.
SH000667.



6. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor
Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the
Federal Aviation Administration on June 12, 2008 and assigned Conveyance No.
CA000425.




 









 








SCHEDULE 3.15

AMENDED AND RESTATED CREDIT AGREEMENT




BORROWER PARTY INFORMATION




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Employer or
	 	 	 	 	Jurisdiction	 	 	 	Taxpayer
	Name of Borrower	 	 	 	of	 	 	 	Identification
	Party	 	Chief Executive Office	 	Incorporation	 	Entity Type	 	Number
	INTERNATIONAL LEASE 

FINANCE CORPORATION

	 	10250 Constellation Blvd., 

Suite 3400

Los Angeles, CA 90067
	 	California
	 	Corporation
	 	22-3059110
	 
	 	 	 	 	 	 	 	 
	TOP AIRCRAFT, INC.

	 	10250 Constellation Blvd.,

 Suite 3400

Los Angeles, CA 90067
	 	California
	 	Corporation
	 	27-1091097
	 
	 	 	 	 	 	 	 	 
	STATES AIRCRAFT,
INC.

	 	10250 Constellation Blvd.,

 Suite 3400

Los Angeles, CA 90067
	 	California
	 	Corporation
	 	27-1091053
	 
	 	 	 	 	 	 	 	 
	SHREWSBURY AIRCRAFT 

LEASING LIMITED

	 	30 North Wall Quay

Dublin 1

Ireland
	 	Ireland
	 	Private Limited

Liability Company
	 	98-0636930
	 
	 	 	 	 	 	 	 	 
	ILFC IRELAND LIMITED

	 	30 North Wall Quay

Dublin 1

Ireland
	 	Ireland
	 	Private Limited

Liability Company
	 	98-0415543
	 
	 	 	 	 	 	 	 	 
	ILFC FRANCE S.A.R.L.

	 	52 rue de la Victoire

Paris

France 75009
	 	France
	 	Société Anonyme à

Responsabilité

limitée
	 	N/A
	 
	 	 	 	 	 	 	 	 
	ILFC LABUAN LTD.

	 	Unit 3(l)

Main Office Tower

Financial Park Labuan

Jalan Merdeka

87000 Labuan 

F.T. Labuan 

Malaysia
	 	Malaysia
	 	Private Limited

Liability

Company
	 	N/A







 











 




SCHEDULE
3.19(a)

AMENDED AND RESTATED CREDIT AGREEMENT


POOL AIRCRAFT



	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and	 	Country of
	MSN	 	and Model	 	Engine MSNs	 	Model	 	Registration
	29373	 	Boeing 737-800	 	894437, 894438	 	CFM56-7B26	 	CHINA
	29374	 	Boeing 737-800	 	894504, 894505	 	CFM56-7B26	 	CHINA
	30704	 	Boeing 737-800	 	892948, 892949	 	CFM56-7B26	 	CHINA
	30705	 	Boeing 737-800	 	892983, 892985	 	CFM56-7B26	 	CHINA
	30716	 	Boeing 737-800	 	894514, 894515	 	CFM56-7B26	 	CHINA
	29357	 	Boeing 737-700	 	892238, 893236	 	CFM56-7B24	 	CHINA
	29358	 	Boeing 737-700	 	892276, 892279	 	CFM56-7B24	 	CHINA
	29361	 	Boeing 737-700	 	892350, 893348	 	CFM56-7B24	 	CHINA
	29362	 	Boeing 737-700	 	893383, 893384	 	CFM56-7B24	 	CHINA
	29364	 	Boeing 737-700	 	892611, 892612	 	CFM56-7B24	 	CHINA
	29365	 	Boeing 737-700	 	892644, 892649	 	CFM56-7B24	 	CHINA
	33008	 	Boeing 737-700	 	892399, 893389	 	CFM56-7B24	 	CHINA
	33009	 	Boeing 737-700	 	892413, 892414	 	CFM56-7B24	 	CHINA
	30681	 	Boeing 737-800	 	892286, 892287	 	CFM56-7B26	 	CHINA
	30682	 	Boeing 737-800	 	892314, 893316	 	CFM56-7B26	 	CHINA
	30693	 	Boeing 737-800	 	890660, 891655	 	CFM56-7B26	 	CHINA
	32800	 	Boeing 737-800	 	892325, 892326	 	CFM56-7B26	 	CHINA
	32802	 	Boeing 737-800	 	892404, 892405	 	CFM56-7B26	 	CHINA
	906	 	Airbus A330-200	 	41514, 41515	 	Rolls-Royce TRENT 772B-60	 	CHINA
	2708	 	Airbus A320-200	 	577506, 577507	 	CFM56-5B4/P	 	CHINA
	2743	 	Airbus A320-200	 	577543, 577544	 	CFM56-5B4/P	 	CHINA
	2770	 	Airbus A320-200	 	577587, 577590	 	CFM56-5B4/P	 	CHINA
	2899	 	Airbus A320-200	 	577752, 577753	 	CFM56-5B4/P	 	CHINA
	2741	 	Airbus A321-200	 	V12273, V12275	 	IAE V2533-A5	 	CHINA
	2759	 	Airbus A321-200	 	V12291, V12293	 	IAE V2533-A5	 	CHINA
	2767	 	Airbus A321-200	 	V12302, V12304	 	IAE V2533-A5	 	CHINA
	2809	 	Airbus A321-200	 	V12323, V12325	 	IAE V2533-A5	 	CHINA
	2936	 	Airbus A321-200	 	V12418, V12430	 	IAE V2533-A5	 	CHINA
	3067	 	Airbus A321-200	 	V12542, V12548	 	IAE V2533-A5	 	CHINA
	3075	 	Airbus A321-200	 	V12558, V12560	 	IAE V2533-A5	 	CHINA
	3112	 	Airbus A321-200	 	V12593, V12609	 	IAE V2533-A5	 	CHINA
	29366	 	Boeing 737-700	 	892720, 893709	 	CFM56-7B24	 	CHINA
	29367	 	Boeing 737-700	 	892774, 892775	 	CFM56-7B24	 	CHINA
	29370	 	Boeing 737-700	 	894369, 894370	 	CFM56-7B24	 	CHINA
	29371	 	Boeing 737-700	 	894201, 894224	 	CFM56-7B24	 	CHINA
	29372	 	Boeing 737-700	 	894345, 894357	 	CFM56-7B24	 	CHINA
	30697	 	Boeing 737-800	 	892811, 892812	 	CFM56-7B26	 	CHINA
	30699	 	Boeing 737-800	 	892847, 892848	 	CFM56-7B26	 	CHINA
	30708	 	Boeing 737-800	 	894263, 894264	 	CFM56-7B26	 	CHINA





 








 






	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and	 	Country of
	MSN	 	and Model	 	Engine MSNs	 	Model	 	Registration
	30709
	 	Boeing 737-800
	 	892897, 892904
	 	CFM56-7B26
	 	CHINA
	33006
	 	Boeing 737-800
	 	892944, 892945
	 	CFM56-7B26
	 	CHINA
	2371
	 	Airbus A319-100
	 	V11835, V11836
	 	IAE V2524-A5
	 	CHINA
	2408
	 	Airbus A319-100
	 	V11865, V11866
	 	IAE V2524-A5
	 	CHINA
	2426
	 	Airbus A319-100
	 	V11890, V11892
	 	IAE V2524-A5
	 	CHINA
	2435
	 	Airbus A319-100
	 	V11895, V11902
	 	IAE V2524-A5
	 	CHINA
	2505
	 	Airbus A319-100
	 	V11989, V11991
	 	IAE V2524-A5
	 	CHINA
	2574
	 	Airbus A319-100
	 	V12063, V12067
	 	IAE V2524-A5
	 	CHINA
	2579
	 	Airbus A319-100
	 	V12054, V12056
	 	IAE V2524-A5
	 	CHINA
	2667
	 	Airbus A319-100
	 	V12161, V12163
	 	IAE V2524-A5
	 	CHINA
	2815
	 	Airbus A319-100
	 	V12310, V12320
	 	IAE V2524-A5
	 	CHINA
	2901
	 	Airbus A319-100
	 	V12403, V12405
	 	IAE V2524-A5
	 	CHINA
	2940
	 	Airbus A319-100
	 	V12444, V12453
	 	IAE V2524-A5
	 	CHINA
	2948
	 	Airbus A319-100
	 	V12450, V12485
	 	IAE V2524-A5
	 	CHINA
	2969
	 	Airbus A319-100
	 	V12452, V12469
	 	IAE V2524-A5
	 	CHINA
	3020
	 	Airbus A319-100
	 	V12527, V12531
	 	IAE V2524-A5
	 	CHINA
	3144
	 	Airbus A319-100
	 	V12626, V12628
	 	IAE V2524-A5
	 	CHINA
	3258
	 	Airbus A319-100
	 	V12709, V12734
	 	IAE V2524-A5
	 	CHINA
	3269
	 	Airbus A319-100
	 	V12717, V12720
	 	IAE V2524-A5
	 	CHINA
	3311
	 	Airbus A319-100
	 	V12780, V12782
	 	IAE V2524-A5
	 	CHINA
	3342
	 	Airbus A319-100
	 	V12789, V12791
	 	IAE V2524-A5
	 	CHINA
	30711
	 	Boeing 737-800
	 	894412, 894413
	 	CFM56-7B26
	 	CHINA
	30725
	 	Boeing 737-800
	 	894691, 894692
	 	CFM56-7B26/3
	 	CHINA
	30673
	 	Boeing 737-800
	 	890824, 890826
	 	CFM56-7B27/B1
	 	CHINA
	30733
	 	Boeing 737-800
	 	896143, 896144
	 	CFM56-7B27/3
	 	CHINA
	30685
	 	Boeing 737-800
	 	892543, 892544
	 	CFM56-7B26
	 	CHINA
	30686
	 	Boeing 737-800
	 	892360, 892364
	 	CFM56-7B26
	 	CHINA
	30698
	 	Boeing 737-800
	 	892803, 892804
	 	CFM56-7B26
	 	CHINA
	30700
	 	Boeing 737-800
	 	892864, 892865
	 	CFM56-7B26
	 	CHINA
	30715
	 	Boeing 737-800
	 	894560, 894561
	 	CFM56-7B26
	 	CHINA
	30718
	 	Boeing 737-800
	 	894607, 894608
	 	CFM56-7B26
	 	CHINA
	30728
	 	Boeing 737-800
	 	894883, 894911
	 	CFM56-7B26/3
	 	CHINA
	32801
	 	Boeing 737-800
	 	892300, 892301
	 	CFM56-7B26
	 	CHINA
	33007
	 	Boeing 737-800
	 	892951, 892954
	 	CFM56-7B26
	 	CHINA
	35271
	 	Boeing 737-800
	 	896375, 896378
	 	CFM56-7B26/3
	 	CHINA
	35273
	 	Boeing 737-800
	 	896401, 897371
	 	CFM56-7B26/3
	 	CHINA
	35281
	 	Boeing 737-800
	 	896729, 896730
	 	CFM56-7B26/3
	 	CHINA
	3131
	 	Airbus A320-200
	 	697246, 697265
	 	CFM56-5B4/P
	 	CHINA
	3153
	 	Airbus A320-200
	 	697294, 697296
	 	CFM56-5B4/P
	 	CHINA
	3366
	 	Airbus A320-200
	 	697586, 697588
	 	CFM56-5B4/3
	 	CHINA
	3440
	 	Airbus A320-200
	 	697677, 697681
	 	CFM56-5B4/3
	 	CHINA
	3456
	 	Airbus A320-200
	 	697764, 697765
	 	CFM56-5B4/3
	 	CHINA
	3599
	 	Airbus A320-200
	 	697903, 697904
	 	CFM56-5B4/3
	 	CHINA
	2396
	 	Airbus A319-100
	 	V11860, V11862
	 	IAE V2524-A5
	 	CHINA
	3114
	 	Airbus A319-100
	 	V12588, V12595
	 	IAE V2527M-A5
	 	CHINA
	3116
	 	Airbus A319-100
	 	V12583, V12590
	 	IAE V2527M-A5
	 	CHINA
	3124
	 	Airbus A319-100
	 	V12600, V12630
	 	IAE V2527M-A5
	 	CHINA
	30723
	 	Boeing 737-800
	 	894656, 894675
	 	CFM56-7B26/3
	 	CHINA






 








 






	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and	 	Country of
	MSN	 	and Model	 	Engine MSNs	 	Model	 	Registration
	2171	 	Airbus A320-200	 	575770, 575771	 	CFM56-5B4/P	 	CHINA
	2182	 	Airbus A320-200	 	575784, 575785	 	CFM56-5B4/P	 	CHINA
	2199	 	Airbus A320-200	 	575803, 575804	 	CFM56-5B4/P	 	CHINA
	30679	 	Boeing 737-800	 	890621, 890622	 	CFM56-7B27/B1	 	CHINA
	30666	 	Boeing 737-800	 	890740, 890741	 	CFM56-7B26	 	CHINA
	30680	 	Boeing 737-800	 	890618, 890619	 	CFM56-7B26	 	CHINA
	30690	 	Boeing 737-800	 	890644, 891637	 	CFM56-7B26	 	CHINA
	30691	 	Boeing 737-800	 	892363, 893365	 	CFM56-7B26	 	CHINA
	30692	 	Boeing 737-800	 	890634, 891633	 	CFM56-7B26	 	CHINA
	29368	 	Boeing 737-800	 	892801, 892802	 	CFM56-7B26	 	INDIA
	29369	 	Boeing 737-800	 	892857, 893860	 	CFM56-7B26	 	INDIA
	30696	 	Boeing 737-800	 	892763, 892764	 	CFM56-7B26	 	INDIA
	30701	 	Boeing 737-800	 	892871, 892872	 	CFM56-7B26	 	INDIA
	751	 	Airbus A330-200	 	41387, 41388	 	Rolls-Royce TRENT 772B-60	 	INDIA
	807	 	Airbus A330-200	 	41425, 41426	 	Rolls-Royce TRENT 772B-60	 	INDIA
	35289	 	Boeing 737-800	 	802135, 802136	 	CFM56-7B26/3	 	INDIA
	30694	 	Boeing 737-800	 	892693, 892694	 	CFM56-7B26	 	INDIA
	30695	 	Boeing 737-800	 	892758, 892761	 	CFM56-7B26	 	INDIA
	2731	 	Airbus A320-200	 	V12223, V12227	 	IAE V2527-A5	 	INDIA
	2922	 	Airbus A320-200	 	V12408, V12410	 	IAE V2527-A5	 	INDIA
	3012	 	Airbus A320-200	 	V12480, V12489	 	IAE V2527-A5	 	INDIA
	3089	 	Airbus A320-200	 	V12567, V12569	 	IAE V2527-A5	 	INDIA
	3105	 	Airbus A320-200	 	V12573, V12575	 	IAE V2527-A5	 	INDIA
	3270	 	Airbus A320-200	 	V12721, V12725	 	IAE V2527-A5	 	INDIA
	3120	 	Airbus A321-200	 	V12601, V12603	 	IAE V2533-A5	 	INDIA
	30660	 	Boeing 737-800	 	890461, 890462	 	CFM56-7B27/B1	 	INDIA
	2191	 	Airbus A320-200	 	575796, 575797	 	CFM56-5B4/P	 	IRELAND
	2206	 	Airbus A320-200	 	575812, 575813	 	CFM56-5B4/P	 	IRELAND
	2542	 	Airbus A320-200	 	577371, 577372	 	CFM56-5B4/P	 	IRELAND
	3129	 	Airbus A320-200	 	697254, 697256	 	CFM56-5B4/P	 	IRELAND
	3501	 	Airbus A320-200	 	697766, 697779	 	CFM56-5B4/3	 	IRELAND
	2424	 	Airbus A319-100	 	V11886, V11888	 	IAE V2524-A5	 	IRELAND
	2698	 	Airbus A319-100	 	V12196, V12205	 	IAE V2524-A5	 	IRELAND
	2723	 	Airbus A319-100	 	V12244, V12246	 	IAE V2524-A5	 	IRELAND
	30702	 	Boeing 737-800	 	892882, 892883	 	CFM56-7B26	 	MALAYSIA
	30703	 	Boeing 737-800	 	892905, 892906	 	CFM56-7B26	 	MALAYSIA
	2158	 	Airbus A320-200	 	575738, 575739	 	CFM56-5B4/P	 	UNITED ARAB EMIRATES
	2166	 	Airbus A320-200	 	575761, 575762	 	CFM56-5B4/P	 	UNITED ARAB EMIRATES
	2278	 	Airbus A320-200	 	575899, 577106	 	CFM56-5B4/P	 	UNITED ARAB EMIRATES
	2349	 	Airbus A320-200	 	577165, 577166	 	CFM56-5B4/P	 	UNITED ARAB EMIRATES
	3444	 	Airbus A320-200	 	697679, 697683	 	CFM56-5B4/3	 	UNITED ARAB EMIRATES
	3476	 	Airbus A320-200	 	697718, 697724	 	CFM56-5B4/3	 	UNITED ARAB EMIRATES






 








 





	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and	 	Country of
	MSN	 	and Model	 	Engine MSNs	 	Model	 	Registration
	32706	 	Boeing 777-300ER	 	906139, 906140	 	GE90-115BG01	 	UNITED ARAB EMIRATES
	32707	 	Boeing 777-300ER	 	906170, 906175	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32708	 	Boeing 777-300ER	 	906171, 906172	 	GE90-115BG01	 	UNITED ARAB EMIRATES
	32709	 	Boeing 777-300ER	 	906197, 906199	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32710	 	Boeing 777-300ER	 	906212, 906214	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32713	 	Boeing 777-300ER	 	906300, 906301	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32714	 	Boeing 777-300ER	 	906321, 906322	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32715	 	Boeing 777-300ER	 	906230, 906232	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32728	 	Boeing 777-300ER	 	906237, 906250	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32729	 	Boeing 777-300ER	 	906285, 906286	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	32730	 	Boeing 777-300ER	 	906235, 906236	 	GE90-115BG02	 	UNITED ARAB EMIRATES
	33501	 	Boeing 777-300ER	 	906148, 906149	 	GE90-115BG01	 	UNITED ARAB EMIRATES
	30038	 	Boeing 737-700	 	892147, 893142	 	CFM56-7B22	 	UNITED STATES
	32842	 	Boeing 737-700	 	893601, 893602	 	CFM56-7B22	 	UNITED STATES
	33793	 	Boeing 737-700	 	892172, 893136	 	CFM56-7B22	 	UNITED STATES
	32718	 	Boeing 777-200ER	 	900475, 900476	 	GE90-94B	 	UNITED STATES
	32719	 	Boeing 777-200ER	 	900481, 900482	 	GE90-94B	 	UNITED STATES
	2406	 	Airbus A319-100	 	577206, 577210	 	CFM56-5B5/P	 	UNITED STATES
	2448	 	Airbus A319-100	 	577242, 577248	 	CFM56-5B5/P	 	UNITED STATES
	1917	 	Airbus A320-200	 	V11389, V11391	 	IAE V2527-A5	 	UNITED STATES
	2149	 	Airbus A320-200	 	V11601, V11609	 	IAE V2527-A5	 	UNITED STATES
	30670	 	Boeing 737-800	 	890786, 890787	 	CFM56-7B26	 	UNITED STATES
	32799	 	Boeing 737-800	 	890756, 890757	 	CFM56-7B26	 	UNITED STATES
	2433	 	Airbus A319-100	 	V11893, V11896	 	IAE V2524-A5	 	UNITED STATES
	2470	 	Airbus A319-100	 	V11942, V11946	 	IAE V2524-A5	 	UNITED STATES
	2473	 	Airbus A319-100	 	V11950, V11963	 	IAE V2524-A5	 	UNITED STATES
	2485	 	Airbus A319-100	 	V11952, V11965	 	IAE V2524-A5	 	UNITED STATES
	2490	 	Airbus A319-100	 	V11960, V11971	 	IAE V2524-A5	 	UNITED STATES
	2673	 	Airbus A319-100	 	V12204, V12239	 	IAE V2524-A5	 	UNITED STATES
	2679	 	Airbus A319-100	 	V12199, V12207	 	IAE V2524-A5	 	UNITED STATES
	2704	 	Airbus A319-100	 	V12230, V12232	 	IAE V2524-A5	 	UNITED STATES
	2711	 	Airbus A319-100	 	V12218, V12225	 	IAE V2524-A5	 	UNITED STATES
	2978	 	Airbus A319-100	 	V12474, V12478	 	IAE V2524-A5	 	UNITED STATES
	2983	 	Airbus A319-100	 	V12482, V12484	 	IAE V2524-A5	 	UNITED STATES
	3007	 	Airbus A319-100	 	V12458, V12496	 	IAE V2524-A5	 	UNITED STATES
	3017	 	Airbus A319-100	 	V12506, V12512	 	IAE V2524-A5	 	UNITED STATES
	3026	 	Airbus A319-100	 	V12518, V12537	 	IAE V2524-A5	 	UNITED STATES
	3165	 	Airbus A319-100	 	V12607, V12632	 	IAE V2524-A5	 	UNITED STATES
	2476	 	Airbus A321-200	 	V11929, V11931	 	IAE V2533-A5	 	UNITED STATES
	2590	 	Airbus A321-200	 	V12070, V12072	 	IAE V2533-A5	 	UNITED STATES






 









 






	 	 	 	 	 	 	 	 	 
	Airframe	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and	 	Country of
	MSN	 	and Model	 	Engine MSNs	 	Model	 	Registration
	30683
	 	Boeing 737-800
	 	892306, 892307
	 	CFM56-7B27
	 	UNITED STATES
	2458
	 	Airbus A319-100
	 	V11927, V11930
	 	IAE V2524-A5
	 	UNITED STATES
	2193
	 	Airbus A320-200
	 	V11658, V11662
	 	IAE V2527-A5
	 	UNITED STATES
	2422
	 	Airbus A320-200
	 	V11903, V11916
	 	IAE V2527-A5
	 	UNITED STATES
	2430
	 	Airbus A320-200
	 	V11919, V11922
	 	IAE V2527-A5
	 	UNITED STATES
	3463
	 	Airbus A319-100
	 	V12891, V12893
	 	IAE V2524-A5
	 	UNITED STATES
	3491
	 	Airbus A319-100
	 	V12908, V12912
	 	IAE V2524-A5
	 	UNITED STATES
	3590
	 	Airbus A319-100
	 	V13000, V13002
	 	IAE V2524-A5
	 	UNITED STATES
	3123
	 	Airbus A320-200
	 	697250, 697251
	 	CFM56-5B4/P
	 	UNITED STATES
	29356
	 	Boeing 737-700
	 	892110, 892112
	 	CFM56-7B22
	 	UNITED STATES







 








 





SCHEDULE 3.19(b)

AMENDED AND RESTATED CREDIT AGREEMENT




LEASES




*





A320-200 aircraft bearing serial number 2191




1. Aircraft Lease Agreement, dated as of November 19, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of November 19, 2003,
between ILFC and *.




3. Global Letter Agreement No. 1e, dated as of November 19, 2003, between ILFC and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between ILFC and
*.




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of April 30, 2004, between ILFC and
*.




6. Global Letter Agreement No. 2, dated as of May 29, 2006, between ILFC, *, Sierra Leasing
Limited and Whitney Leasing Limited.




7. Global Amendment #1 to Side Letters, dated as of November 30, 2006, between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of April 30, 2004.




9. Assignment of Warranty and Support Rights (Airframe), dated as of April 30, 2004, between
ILFC and *, consented to by AVSA, S.A.R.L.




10. Assignment of Warranties (Engines), dated as of April 30, 2004, between ILFC and *.




A320-200 aircraft bearing serial number 2206




1. Aircraft Lease Agreement, dated as of November 19, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of November 19, 2003,
between ILFC 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.





 









 






3. Global Letter Agreement No. 1, dated as of November 19, 2003, between ILFC and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 19, 2004, between ILFC and
*.




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of May 19, 2004, between ILFC and
*.




6. Side Letter Regarding Side Letter Number One to Aircraft Lease Agreement, dated as of
December 21, 2004, between ILFC and *.




7. Lease Assignment, Assumption and Amendment Agreement dated as of December 21, 2004,
between ILFC, Sierra Leasing Limited (“Sierra”) and *.




8. Global Letter Agreement No. 2, dated as of May 29, 2006, between ILFC, *, Sierra and
Whitney Leasing Limited.




9. Global Amendment #1 to Side Letters, dated as of November 30, 2006, between ILFC and *.




10. Lease Assignment and Amendment Agreement, dated as of April 30, 2009, between Sierra,
ILFC and *.




11. Estoppel and Acceptance Certificate dated as of May 19, 2004.




12. Assignment of Warranty and Support Rights (Airframe), dated as of May 19, 2004, between
ILFC and *, consented to by AVSA, S.A.R.L.




13. Assignment of Warranties (Engines), dated as of May 19, 2004, between ILFC and *.




A320-200 aircraft bearing serial number 2542




1. Aircraft Lease Agreement, dated as of November 19, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of November 19, 2003,
between ILFC and *.




3. Global Letter Agreement No. 1, dated as of November 19, 2003, between ILFC and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of October 7, 2005,
between ILFC 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.





 









 






5. Amendment No. 2 to Aircraft Lease Agreement, dated as of October 7, 2005, between ILFC
and *.




6. Global Letter Agreement No. 2, dated as of May 29, 2006, among ILFC, Sierra Leasing
Limited, Whitney Leasing Limited and *.




7. Global Amendment #1 To Side Letters, dated as of November 30, 2006, between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of October 7, 2005.




9. Assignment of Rights (Airframe), dated as of October 7, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




10. Assignment of Warranties (Engines), dated as of October 7, 2005, between ILFC and *.




A320-200 aircraft bearing serial number 3129




1. Aircraft Lease Agreement, dated as of May 30, 2006, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 18, 2007, between ILFC and
*.




3. Estoppel and Acceptance Certificate dated as of May 18, 2007.




4. Assignment of Rights (Airframe), dated as of May 18, 2007, between ILFC and *, consented
to by Airbus S.A.S.




5. Assignment of Warranties (Engines), dated as of May 18, 2007, between ILFC and *.




A320-200 aircraft bearing serial number 3501




1. Aircraft Lease Agreement, dated as of May 25, 2007, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Amendment No. 1 to Aircraft Lease Agreement, dated as of June 3, 2008, between ILFC and
*.




3. Estoppel and Acceptance Certificate dated as of June 3, 2008.





 




			
	*	 	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.





 









 






4. Assignment of Rights (Airframe), dated as of June 3, 2008, between ILFC and *, consented
to by Airbus S.A.S.




5. Assignment of Warranties (Engines), dated as of June 3, 2008, between ILFC and *.



*





B737-700 aircraft bearing serial number 29356




1. Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter No. 1 to the Aircraft Lease Agreement, dated as of February 6, 2003, between
* and ILFC.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and
*.




4. Special Letter Agreement No. 1, dated as of May 15, 2009, between * and ILFC.




5. Transaction Agreement, dated as of August 21, 2009, between * and ILFC.




6. Amendment No. 2 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC
and *.




7. Estoppel and Acceptance Certificate dated as of October 18, 2004.




8. Assignment of Rights (Airframe), dated as of October 18, 2004, between ILFC and *,
consented to by The Boeing Company.




9. Assignment of Rights (Engines), dated as of October 18, 2004, between ILFC and *.




B737-700 aircraft bearing serial number 32842




1. Aircraft Lease Agreement, dated as of September 27, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter No. 1 to Aircraft Lease Agreement, dated as of September 27, 2004, between
ILFC and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC 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.





 









 






4. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.




5. Transaction Agreement dated as of August 21, 2009 between ILFC and *.




6. Amendment No. 2 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC
and *.




7. Estoppel and Acceptance Certificate dated as of November 21, 2005.




8. Assignment of Rights (Airframe), dated as of November 21, 2005, between ILFC and *,
consented to by The Boeing Company.




9. Assignment of Warranties (Engines), dated as of November 21, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 30038




1. Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter No. 1 to Aircraft Lease Agreement, dated as of February 6, 2003, between ILFC
and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and
*.




4.
Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.




5. Transaction Agreement dated as of August 21, 2009 between ILFC and *.




6. Amendment No. 2 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC
and *.




7. Estoppel and Acceptance Certificate dated as of November 15, 2004.




8. Assignment of Rights (Airframe), dated as of November 15, 2004, between ILFC and *,
consented to by The Boeing Company.




9. Assignment of Rights (Engines), dated as of November 15, 2004, between ILFC and *.




B737-700 aircraft bearing serial number 33793





 




			
	*	 	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.





 









 






1. Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number No. 1 to Aircraft Lease Agreement, dated as of February 6, 2003,
between ILFC and *.




3. Side Letter to the Aircraft Lease Agreement, dated as of June 7, 2004, between ILFC and
*.




4. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.




5. Transaction Agreement dated as of August 21, 2009 between ILFC and *.




6. Amendment No. 1 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC
and *.




7. Estoppel and Acceptance Certificate dated as of November 15, 2004.




8. Transfer of Rights (Airframe), dated as of November 15, 2004, between ILFC and *,
consented to by The Boeing Company.




9. Engine Warranty Assignment, dated as of November 15, 2004, between ILFC and *.




B737-700ER aircraft bearing serial number 32719




1. Aircraft Lease Agreement, dated as of December 23, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of December 23, 2004,
between ILFC and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and
*.




4. Amendment No. 2 to Aircraft Lease Agreement, dated as of September 27, 2006, between ILFC
and *.




5. Onpoint Solutions Program Consent Agreement, dated as of December 10, 2007, between ILFC
and *.




6. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.




7. Transaction Agreement dated as of August 21, 2009 between ILFC 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.





 









 






8. Amendment No. 3 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC
and *.




9. Estoppel and Acceptance Certificate dated as of April 28, 2006.




10. Assignment of Rights (Airframe), dated as of April 28, 2006, between ILFC and *,
consented to by The Boeing Company.




11. Assignment of Rights (Engines), dated as of April 28, 2006, between ILFC and *.




B737-700ER aircraft bearing serial number 32718




1. Aircraft Lease Agreement, dated as of December 23, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of December 23, 2004,
between ILFC and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and
*.




4. Amendment No. 2 to Aircraft Lease Agreement, dated as of September 27, 2006, between ILFC
and *.




5. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.




6. Transaction Agreement dated as of August 21, 2009 between ILFC and *.




7. Amendment No. 3 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC
and *.




8. Estoppel and Acceptance Certificate dated as of March 22, 2006.




9. Assignment of Rights (Airframe), dated as of March 22, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of March 22, 2006, between ILFC and *.



*





A320-200 aircraft bearing serial number 3476





 




			
	*	 	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.





 









 






1. Aircraft Lease Agreement, dated as of March 23, 2007, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 17, 2008, between ILFC and
*.




3. Estoppel and Acceptance Certificate dated as of April 17, 2008.




4. Assignment of Rights (Airframe), dated as of April 17, 2008, between ILFC and *,
consented to by Airbus S.A.S.




5. Assignment of Warranties (Engines), dated as of April 17, 2008, between ILFC and *.




A320-200 aircraft bearing serial number 3444




1. Aircraft Lease Agreement, dated as of March 23, 2007, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Amendment No. 1 to Aircraft Lease Agreement, dated as of March 21, 2008, between ILFC and
*.




3. Estoppel and Acceptance Certificate dated as of March 21, 2008.




4. Assignment of Rights (Airframe), dated as of March 21, 2008, between ILFC and *,
consented to by Airbus S.A.S.




5. Assignment of Warranties (Engines), dated as of March 21, 2008, between ILFC and *.




A320-200 aircraft bearing serial number 2349




1. Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10, 2003,
between ILFC and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2005, between ILFC
and *.




4. Amendment No. 2 to Aircraft Lease Agreement, dated as of January 24, 2005, between ILFC
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.





 









 






5. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005,
between ILFC and *.




6. Amendment #3 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated as
of March 23, 2007, between ILFC and *.




7. Estoppel and Acceptance Certificate dated as of January 24, 2005.




8. Assignment of Warranty and Support Rights, dated as of January 24, 2005, between ILFC and
*, consented to by AVSA, S.A.R.L.




9. Assignment of Warranties (Engines), dated as of January 24, 2005, between ILFC and *.




A320-200 aircraft bearing serial number 2278




1. Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10,
2003, between ILFC and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of October 13, 2004, between ILFC
and *.




4. Amendment No. 2 to Aircraft Lease Agreement, dated as of October 13, 2004, between ILFC
and *.




5. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005,
between ILFC and *.




6. Amendment No. 3 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated
as of March 23, 2007, between ILFC and *.




7. Estoppel and Acceptance Certificate dated as of October 13, 2004.




8. Amendment No. 1 to the Estoppel and Acceptance Certificate, dated as of October 13, 2004,
between ILFC and *.




9. Assignment of Rights (Airframe), dated as of October 13, 2004, between ILFC and *,
consented to by AVSA, S.A.R.L. (“AVSA”)




10. Assignment of Warranties (Engines), dated as of October 13, 2004, between ILFC 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.





 









 






A320-200 aircraft bearing serial number 2166




1. Aircraft Lease Agreement, dated as of September 10, 2003, between International
Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10, 2003,
between ILFC and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of March 23, 2004, between ILFC and
*.




4. Amendment No. 2 to Aircraft Lease Agreement, dated as of March 23, 2004, between ILFC and
*.




5. Amendment No. 3 to Aircraft Lease Agreement, dated as of October 29, 2004, between ILFC
and *.




6. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005,
between ILFC and *.




7. Amendment #4 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated as
of March 23, 2007, between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of March 23, 2004.




9. Assignment of Rights (Airframe), dated as of March 23, 2004, between ILFC and *,
consented to by AVSA, S.A.R.L. (“AVSA”)




10. Assignment of Warranties (Engines), dated as of March 23, 2004, between ILFC and *.




11. Assignment of Warranty Rights (Airframe), dated as of October 31, 2004, between FLS
Aerospace (UK) Limited and *, consented to by AVSA and ILFC.




A320-200 aircraft bearing serial number 2158




1. Aircraft Lease Agreement, dated as of September 10, 2003, between International
Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10, 2003,
between ILFC 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.





 









 






3. Amendment No. 1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC
and *.




4. Amendment No. 2 to Aircraft Lease Agreement, dated as of March 23, 2004, between ILFC and
*.




5. Amendment No. 3 to Aircraft Lease Agreement, dated as of October 29, 2004, between ILFC
and *.




6. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005,
between ILFC and *.




7. Amendment #4 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated as
of March 23, 2007, between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of February 26, 2004.




9. Assignment of Rights (Airframe), dated as of February 26, 2004, between ILFC and *,
consented to by AVSA, S.A.R.L.




10. Assignment of Warranties (Engines), dated as of February 26, 2004, between ILFC and *.



*





B737-800 aircraft bearing serial number 30716




1. Aircraft Lease Agreement, dated as of December 20, 2005, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Estoppel and Acceptance Certificate dated as of March 16, 2007.




3. Assignment of Rights (Airframe), dated as of March 16, 2007, between ILFC and *,
consented to by The Boeing Company.




4. Assignment of Warranties (Engines), dated as of March 16, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 29374




1. Aircraft Lease Agreement, dated as of December 20, 2005, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, 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.





 









 






2. Estoppel and Acceptance Certificate dated as of March 9, 2007.




3. Assignment of Rights (Airframe), dated as of March 9, 2007, between ILFC and *, consented
to by The Boeing Company.




4. Assignment of Warranties (Engines), dated as of March 9, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 29373




1. Aircraft Lease Agreement, dated as of December 20, 2005, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Estoppel and Acceptance Certificate dated as of February 12, 2007.




3. Assignment of Rights (Airframe), dated as of February 12, 2007, between ILFC and *,
consented to by The Boeing Company.




4. Assignment of Warranties (Engines), dated as of February 12, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 30705




1. Aircraft Lease Agreement, dated as of May 12, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreements, dated as of May 12, 2005 between ILFC, * and
*.




3. Estoppel and Acceptance Certificate dated as of July 28, 2006.




4. Assignment of Rights (Airframe), dated as of July 28, 2006, between ILFC and *, consented
to by The Boeing Company.




5. Assignment of Warranties (Engines), dated as of July 28, 2006, between ILFC and *.




B737-800 aircraft bearing serial number 30704




1. Aircraft Lease Agreement, dated as of May 12, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, *, 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.





 









 






2. Side Letter #1 to Aircraft Lease Agreements, dated as of May 12, 2005, between ILFC, *
and *.




3. Estoppel and Acceptance Certificate dated as of July 11, 2006.




4. Assignment of Rights (Airframe), dated as of July 11, 2006, between ILFC and *, consented
to by The Boeing Company.




5. Assignment of Warranties (Engines), dated as of July 11, 2006, between ILFC and *.



*





B737-800 aircraft bearing serial number 30701




1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Guarantee between * (“Guarantor”) and ILFC (“Beneficiary”) Amendment Number One to
Aircraft Lease Agreement, dated as of May 17, 2006.




3. Estoppel and Acceptance Certificate dated as of May 24, 2006.




4. Assignment of Rights (Airframe), dated as of May 24, 2006, between ILFC and *, consented
to by The Boeing Company.




5. Assignment of Rights (Engines), dated as of May 24, 2006, between ILFC and *.




B737-800 aircraft bearing serial number 29369




1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Guarantee between * (“Guarantor”) and ILFC (“Beneficiary”) Amendment Number One to
Aircraft Lease Agreement, dated as of May 9, 2006.




3. Estoppel and Acceptance Certificate dated as of May 10, 2006.




4. Assignment of Rights (Airframe), dated as of May 10, 2006, between ILFC and *, consented
to by The Boeing Company.




5. Assignment of Rights (Engines), dated as of May 10, 2006, between ILFC 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.





 









 






B737-800 aircraft bearing serial number 29368




1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Guarantee between * (“Guarantor”) and ILFC (“Beneficiary”) Amendment Number One to
Aircraft Lease Agreement, dated as of January 31, 2006.




3. Estoppel and Acceptance Certificate dated as of April 6, 2006.




4. Assignment of Rights (Airframe), dated as of April 6, 2006, between ILFC and *, consented
to by The Boeing Company.




5. Assignment of Rights (Engines), dated as of April 6, 2006, between ILFC and *.




B737-800 aircraft bearing serial number 30696




1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Guarantee between * and ILFC (“Beneficiary”) Amendment Number One to Aircraft Lease
Agreement, dated as of March 14, 2006.




3. Estoppel and Acceptance Certificate dated as of March 16, 2006.




4. Assignment of Rights (Airframe), dated as of March 16, 2006, between ILFC and *,
consented to by The Boeing Company.




5. Assignment of Rights (Engines), dated as of March 16, 2006, between ILFC and *.



*





A320-200 aircraft bearing serial number 2171




1. Aircraft Lease Agreement, dated as of July 21, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party (“Consenting
Party”).




2. Side Letter #1 to Aircraft Lease Agreement, dated as of July 21, 2003, between ILFC, *
and Consenting Party.




3.
Amendment Number One to Aircraft Lease Agreement, dated as of March 18, 2004, between ILFC 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.





 









 








4. Amendment Number Two to Aircraft Lease Agreement, dated as of March 18, 2004, between
ILFC and *.




5. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and
Consenting Party.




6. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and
Consenting Party.

(Terminates previous Deed of Novation and Amendment)




7. Letter Agreement Re: A320-214 Aircraft Manuals, dated as of April 19, 2007, between ILFC
and *.




8. Estoppel and Acceptance Certificate dated as of March 18, 2004.




9. Assignment of Rights (Airframe), dated as of March 18, 2004, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of March 18, 2004, between ILFC and *.




A320-200 aircraft bearing serial number 2182




1. Aircraft Lease Agreement, dated as of July 21, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party (“Consenting
Party”).




2. Side Letter #1 to Aircraft Lease Agreement, dated as of July 21, 2003, between ILFC, *
and Consenting Party.




3. Amendment Number One to Aircraft Lease Agreement, dated as of April 14, 2004, between
ILFC and *.




4. Amendment Number Two to Aircraft Lease Agreement, dated as of April 14, 2004, between
ILFC and *.




5. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and
Consenting Party.




6. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and
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.





 









 






(Terminates previous Deed of Novation and Amendment)




7. Letter Agreement Re: A320-214 Aircraft Manuals, dated as of April 19, 2007, between ILFC
and *.




8. Estoppel and Acceptance Certificate dated as of April 14, 2004.




9. Assignment of Rights (Airframe), dated as of April 14, 2004, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of April 14, 2004, between ILFC and *.




A320-200 aircraft bearing serial number 2199




1. Aircraft Lease Agreement, dated as of July 21, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party (“Consenting
Party”).




2. Side Letter #1 to Aircraft Lease Agreement, dated as of July 21, 2003, between ILFC, *
and Consenting Party.




3. Amendment Number One to Aircraft Lease Agreement, dated as of May 11, 2004, between ILFC
and *.




4. Amendment Number Two to Aircraft Lease Agreement, dated as of May 11, 2004, between ILFC
and *.




5. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and
Consenting Party.




6. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and
Consenting Party.

(Terminates previous Deed of Novation and Amendment)




7. Letter Agreement Re: A320-214 Aircraft Manuals, dated as of April 19, 2007, between ILFC
and *.




8. Estoppel and Acceptance Certificate dated as of May 11, 2004.




9. Assignment of Rights (Airframe), dated as of May 11, 2004, between ILFC and *, consented
to by The Boeing Company.





 




			
	*	 	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.





 









 






10. Assignment of Warranties (Engines), dated as of May 11, 2004, between ILFC and *.




B737-700 aircraft bearing serial number 29365




1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *,
and *, as Consenting Party.




3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between
ILFC, *, and *, as Consenting Party.




4. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and *,
as Consenting Party.




5. Amendment Number One to Aircraft Lease Agreement, dated as of January 17, 2006 between
ILFC and *.




6. Amendment Number Two to Aircraft Lease Agreement, dated as of January 17, 2006 between
ILFC and *.




7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of January 17, 2006.




9. Assignment of Rights (Airframe), dated as of January 17, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of January 17, 2006, between ILFC and *.




B737-700 aircraft bearing serial number 29364




1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *,
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.





 









 






3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between
ILFC, *, and *, as Consenting Party.




4. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and *
as Consenting Party.




5. Amendment Number One to Aircraft Lease Agreement, dated as of December 15, 2005 between
ILFC and *.




6. Amendment Number Two to Aircraft Lease Agreement, dated as of December 15, 2005 between
ILFC and *.




7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of December 15, 2005.




9. Assignment of Rights (Airframe), dated as of December 15, 2005, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of December 15, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 33009




1. Aircraft Lease Agreement, dated as of April 28, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC”), as Lessor, and * (“Consenting Party”).




2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *
and Consenting Party.




3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between
ILFC, * and Consenting Party.




4. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 13, 2004,
between ILFC and *.




5. Amendment #1 to Aircraft Lase Agreement, dated as of August 13, 2004, between ILFC and *.




6. Amendment No. Two to Aircraft Lease Agreement, dated as of June 20, 2005, between ILFC
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.





 









 






7. Amendment Number Three to Aircraft Lease Agreement, dated as of June 20, 2005, between *
and ILFC.




8. Novation and Amendment Deed, dated as of October 21, 2005, between *, *, ILFC and
Consenting Party.




9. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




10. Estoppel and Acceptance Certificate dated as of June 20, 2005.




11. Assignment of Rights (Airframe), dated as of June 20, 2005, between ILFC and *,
consented to by The Boeing Company.




12. Notice to The Boeing Company, dated as of October 21, 2005, between *, * and ILFC,
acknowledged to by The Boeing Company.




13. Assignment of Warranties (Engines), dated as of June 20, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 33008




1. Aircraft Lease Agreement, dated as of April 28, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC”), as Lessor, and * (“Consenting Party”).




2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004 between ILFC, *
and Consenting Party.




3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between
ILFC, * and Consenting Party.




4. Amendment #1 to Aircraft Lease Agreement, dated as of August 1, 2004, between ILFC and *.




5. Amendment No. One to Aircraft Lease Agreement, dated as of June 3, 2005 between ILFC and
*.




6. Amendment Number Two to Aircraft Lease Agreement, dated as of June 3, 2005 between * and
ILFC.




7. Novation and Amendment Deed, dated as of October 21, 2005, between *, *, ILFC and
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.





 









 






8. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




9. Estoppel and Acceptance Certificate dated as of June 3, 2005.




10. Assignment of Rights (Airframe), dated as of June 3, 2005, between ILFC and *, consented
to by The Boeing Company.




11. Notice to The Boeing Company, dated as of October 21, 2005, between *, * and ILFC,
acknowledged to by The Boeing Company.




12. Assignment of Warranties (Engines), dated as of June 3, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 29362




1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *,
and *, as Consenting Party.




3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between
ILFC, *, and *, as Consenting Party.




4. Amendment Number One to Aircraft Lease Agreement, dated as of May 24, 2005 between ILFC
and *.




5. Amendment Number Two to Aircraft Lease Agreement, dated as of May 24, 2005 between ILFC
and *.




6. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and *
(“Consenting Party”)




7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of May 24, 2005.




9. Assignment of Rights (Airframe), dated as of May 24, 2005, between ILFC and *, consented
to by The Boeing Company.





 




			
	*	 	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.





 









 






10. Notice to The Boeing Company, dated as of October 21, 2005, regarding transfer of
Assignment of Rights (Airframe) from * to * pursuant to a Novation and Amendment Deed dated
October 21, 2005.




11. Assignment of Warranties (Engines), dated as of May 24, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 29361




1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *,
and *, as Consenting Party.




3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between
ILFC, *, and *, as Consenting Party.




4. Amendment Number One to Aircraft Lease Agreement, dated as of April 27, 2005 between
ILFC and *.




5. Amendment Number Two to Aircraft Lease Agreement, dated as of April 27, 2005 between ILFC
and *.




6. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and *
(“Consenting Party”)




7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of April 27, 2005.




9. Assignment of Rights (Airframe), dated as of April 27, 2005, between ILFC and *,
consented to by The Boeing Company.




10. Notice to The Boeing Company, dated as of October 21, 2005, regarding transfer of
Assignment of Rights (Airframe) from * to * pursuant to a Novation and Amendment Deed dated
October 21, 2005.




11. Assignment of Warranties (Engines), dated as of April 27, 2005, between ILFC 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.






 












 






B737-700 aircraft bearing serial number 29358




1. Aircraft Lease Agreement, dated as of February 26, 2004, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC
and *.




3. Amendment Number One to Aircraft Lease Agreement, dated as of February 24, 2005, between
ILFC and *.




4. Amendment Number Two to Aircraft Lease Agreement, dated as of February 24, 2005, between
ILFC and *.




5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




6. Estoppel and Acceptance Certificate dated as of February 24, 2005.




7. Assignment of Rights (Airframe), dated as of February 24, 2005, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of February 24, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 29357




1. Aircraft Lease Agreement, dated as of February 26, 2004, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC
and *.




3. Amendment Number One to Aircraft Lease Agreement, dated as of January 13, 2005, between
ILFC and *.




4. Amendment Number Two to Aircraft Lease Agreement, dated as of January 13, 2005, between
ILFC and *.




5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC 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.





 









 






6. Estoppel and Acceptance Certificate dated as of January 13, 2005.




7. Assignment of Rights (Airframe), dated as of January 13, 2005, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of January 13, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 32802




1. Aircraft Lease Agreement, dated as of February 26, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC”), as Lessor, and * (“Consenting Party”).




2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC,
* and Consenting Party.




3. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 30, 2004,
between ILFC and *.




4. Amendment #1 to Aircraft Lase Agreement, dated as of August 30, 2004, between ILFC and *.




5. Amendment No. Two to Aircraft Lease Agreement, dated as of June 14, 2005, between ILFC
and *.




6. Amendment Number Three to Aircraft Lease Agreement, dated as of June 14, 2005, between *
and ILFC.




7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of June 14, 2005.




9. Assignment of Rights (Airframe), dated as of June 14, 2005, between ILFC and *, consented
to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of June 14, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 30691





 




			
	*	 	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.





 









 






1. Aircraft Lease Agreement, dated as of February 26, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC
and *.




3. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 30, 2004,
between ILFC and *.




4. Amendment #1 to Aircraft Lease Agreement, dated as of August 30, 2004, between ILFC and
*.




5. Amendment Number Two to Aircraft Lease Agreement, dated as of May 9, 2005, between ILFC
and *.




6. Amendment Number Three to Aircraft Lease Agreement, dated as of May 9, 2005, between ILFC
and *.




7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




8. Estoppel and Acceptance Certificate dated as of May 9, 2005.




9. Assignment of Rights (Airframe), dated as of May 9, 2005, between ILFC and *, consented
to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of May 9, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 32800




1. Aircraft Lease Agreement, dated as of February 26, 2004, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC
and *.




3. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 30, 2004,
between ILFC and *.




4. Amendment Number One to Aircraft Lease Agreement, dated as of April 5, 2005, between ILFC
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.





 









 






5. Amendment Number Two to Aircraft Lease Agreement, dated as of April 5, 2005, between ILFC
and *.




6. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




7. Estoppel and Acceptance Certificate dated as of April 5, 2005.




8. Assignment of Rights (Airframe), dated as of April 5, 2005, between ILFC and *, consented
to by The Boeing Company.




9. Assignment of Warranties (Engines), dated as of April 5, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 30682




1. Aircraft Lease Agreement, dated as of February 26, 2004, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC
and *.




3. Amendment Number One to Aircraft Lease Agreement, dated as of March 30, 2005, between
ILFC and *.




4. Amendment Number Two to Aircraft Lease Agreement, dated as of March 30, 2005, between
ILFC and *.




5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




6. Estoppel and Acceptance Certificate dated as of March 30, 2005.




7. Assignment of Rights (Airframe), dated as of March 30, 2005, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of March 30, 2005, between ILFC and *.




B737-700 aircraft bearing serial number 30681




1. Aircraft Lease Agreement, dated as of February 26, 2004, between International
Lease Finance Corporation (“ILFC”), as Lessor, *, 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.





 









 






2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC
and *.




3. Amendment Number One to Aircraft Lease Agreement, dated as of February 24, 2005, between
ILFC and *.




4. Amendment Number Two to Aircraft Lease Agreement, dated as of February 24, 2005, between
ILFC and *.




5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009,
between ILFC and *.




6. Estoppel and Acceptance Certificate dated as of February 24, 2005.




7. Assignment of Rights (Airframe), dated as of February 24, 2005, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of February 24, 2005, between ILFC and *.



*





A320-200 aircraft bearing serial number 2899




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC Ireland, *, and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of September 28, 2006.




7. Estoppel and Acceptance Certificate, dated as of September 28, 2006.





 




			
	*	 	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.





 









 






8. Assignment of Rights (Airframe), dated as of September 28, 2006, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of September 28, 2006, between ILFC and *,
consented to by CFM International Inc.




A320-200 aircraft bearing serial number 2770




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and *.




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




4. Amendment Number No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as
of November 16, 2006, between ILFC Ireland and * and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of May 10, 2006.




7. Estoppel and Acceptance Certificate, dated as of May 10, 2006.




8. Assignment of Rights (Airframe), dated as of May 10, 2006, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of May 10, 2006, between ILFC and *, consented
to by CFM International Inc.




A320-200 aircraft bearing serial number 2743




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC and * 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.





 









 






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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC and * and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of April 11, 2006.




7. Estoppel and Acceptance Certificate, dated as of April 11, 2006.




8. Assignment of Rights (Airframe), dated as of April 11, 2006, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of April 11, 2006, between ILFC and *, consented
to by CFM International, Inc.




A320-200 aircraft bearing serial number 2708




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC and * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC and * and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of April 11, 2006.




7. Estoppel and Acceptance Certificate, dated as of April 11, 2006.




8. Assignment of Rights (Airframe), dated as of April 11, 2006, between ILFC and *,
consented to by Airbus S.A.S.





 




			
	*	 	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.





 









 






9. Assignment of Rights (Engines), dated as of April 11, 2006, between ILFC and *, consented
to by CFM International, Inc.




A320-200 aircraft bearing serial number 3112




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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, among *, ILFC
Ireland and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007,
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of May 14, 2007.




7. Estoppel and Acceptance Certificate, dated as of May 14, 2007.




8. Assignment of Rights (Airframe), dated as of May 14, 2007, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of May 14, 2007, between ILFC, *, consented to
by IAE International Aero Engines AG (“IAE ”).




A320-200 aircraft bearing serial number 3075




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC Ireland and * 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.





 









 






5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007,
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of April 3, 2007.




7. Estoppel and Acceptance Certificate, dated as of April 3, 2007.




8. Assignment of Rights (Airframe), dated as of April 3, 2007, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of April 3, 2007, between ILFC and *, consented
to by IAE International Aero Engines AG (“IAE ”).




A320-200 aircraft bearing serial number 3067




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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * (“Lessee”) and *.




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




4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, between *,
ILFC Ireland and *.




5. Amendment No. One to Aircraft Headlease Agreement, dated as of October 15, 2007, between
ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of March 16, 2007.




7. Estoppel and Acceptance Certificate, dated as of March 16, 2007.




8. Assignment of Rights (Airframe), dated as of March 16, 2007, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of March 16, 2007, among ILFC, *, consented to
by IAE International Aero Engines AG (“IAE”).




A320-200 aircraft bearing serial number 2936




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * 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.





 









 






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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC Ireland and * and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of November 28, 2006.




7. Estoppel and Acceptance Certificate, dated as of November 28, 2006.




8. Assignment of Rights (Airframe), dated as of November 28, 2006, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of November 28, 2006, between ILFC and *,
consented to by IAE International Aero Engines AG (“IAE”).




A320-200 aircraft bearing serial number 2809




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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, between *,
ILFC Ireland and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease) dated as of July 4, 2006.




7. Estoppel and Acceptance Certificate dated as of July 4, 2006.




8. Assignment of Rights (Airframe), dated as of July 4, 2006, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of July 4, 2006, among ILFC, *, consented to by
IAE International Aero Engines AG (“IAE”).




A320-200 aircraft bearing serial number 2767





 




			
	*	 	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.






 












 






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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




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




4.
Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC Ireland and * and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland, as Lessee and ILFC, as Lessor.




6. Estoppel and Acceptance Certificate (Headlease), dated as of June 22, 2006.




7. Estoppel and Acceptance Certificate, dated as of June 22, 2006.




8. Assignment of Rights (Airframe), dated as of June 22, 2006, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of June 22, 2006, between ILFC and *, consented
to by IAE International Aero Engines AG (“IAE”).




A320-200 aircraft bearing serial number 2759




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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, between *,
ILFC Ireland and *.




5. Amendment Number 1 to Aircraft Headlease Agreement, dated as of October 15, 2007 between
ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of May 29, 2006.





 




			
	*	 	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.




 









 











7. Estoppel and Acceptance Certificate, dated as of May 29, 2006.




8. Assignment of Rights (Airframe), dated as of May 29, 2006, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of May 29, 2006, between ILFC, *, consented to
by IAE International Aero Engines AG (“IAE”).




A320-200 aircraft bearing serial number 2741





 




			
	*	 	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.





 









 






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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, among *, ILFC
Ireland and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007
between ILFC Ireland and ILFC.




6. Estoppel and Acceptance Certificate (Headlease), dated as of April 26, 2006.




7. Estoppel and Acceptance Certificate, dated as of April 26, 2006.




8. Assignment of Rights (Airframe), dated as of April 26, 2006, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of April 26, 2006, among ILFC, *, consented to
by IAE International Aero Engines AG (“IAE”).




B737-700 aircraft bearing serial number 29370




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




3. Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation (“ILFC”).




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
March 18, 2005, between ILFC Ireland and * and * dated as of November 16, 2006.




5. Amendment No. One to Aircraft Headlease Agreement, dated as of October 15, 2007, between
ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of December 28, 2006.




8. Estoppel and Acceptance Certificate, dated as of December 28, 2006.





 




			
	*	 	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.




 









 











9. Assignment of Rights (Airframe), dated as of December 28, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of December 28, 2006, between ILFC and *,
consented to by CFM International, Inc.




B737-700 aircraft bearing serial number 29372




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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, among *, ILFC
Ireland and *.




5. Amendment Number One to Headlease Agreement, dated as of October 15, 2007, between ILFC
Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of December 18, 2006.




8. Estoppel and Acceptance Certificate, dated as of December 18, 2006.




9. Assignment of Rights (Airframe), dated as of December 18, 2006, between International
Lease Finance Corporation (“ILFC”) and *, consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of December 18, 2006, between ILFC and *,
consented to by CFM International, Inc.




B737-700 aircraft bearing serial number 29371




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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * and *.




3. Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation (“ILFC”), 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.




 









 






4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, among *, ILFC
Ireland and *.




5. Amendment No. One to Aircraft Headlease Agreement, dated as of October 15, 2007, between
ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of October 16, 2006.




8. Estoppel and Acceptance Certificate, dated as of October 16, 2006.




9. Assignment of Rights (Airframe), dated as of October 16, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of October 16, 2006, between ILFC and *,
consented to by CFM International, Inc.




B737-700 aircraft bearing serial number 29367




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
March 18, 2005, between ILFC Ireland and * and * dated as of November 16, 2006.




5. Amendment No. One to Aircraft Headlease Agreement, dated as of October 15, 2007, between
ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of March 20, 2006.




8. Estoppel and Acceptance Certificate, dated as of March 20, 2006.




9. Assignment of Rights (Airframe), dated as of March 20, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of March 20, 2006, between ILFC and *,
consented to by CFM International, Inc.





 




			
	*	 	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.





 









 






B737-700 aircraft bearing serial number 29366




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC Ireland and * and *.




5. Amendment No. One to Aircraft Headlease Agreement, dated as of October 15, 2007, between
ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of February 21, 2006.




8. Estoppel and Acceptance Certificate, dated as of February 21, 2006.




9. Assignment of Rights (Airframe), dated as of February 21, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of February 21, 2006, between ILFC and *,
consented to by CFM International Inc.




B737-800 aircraft bearing serial number 30708




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




2. Global Side Letter #1 to Aircraft Lease Agreement, dated as of March 18, 2005, between
ILFC Ireland, * and *.




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




4. Amendment No. 1 to Global Side Letter No. 1, dated as of November 16, 2006, between *,
ILFC Ireland and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007,
between ILFC Ireland and ILFC.




6. *





 




			
	*	 	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.





 









 






7. Estoppel and Acceptance Certificate (Headlease), dated as of October 26, 2006.




8. Estoppel and Acceptance Certificate, dated as of October 26, 2006.




9. Assignment of Rights (Airframe), dated as of October 26, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of October 26, 2006, between ILFC and *,
consented to by CFM International, Inc.




B737-800 aircraft bearing serial number 33006




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
November 16, 2006, between ILFC Ireland and * and *.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007,
between ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of July 10, 2006.




8. Estoppel and Acceptance Certificate, dated as of July 10, 2006.




9. Assignment of Rights (Airframe), dated as of July 10, 2006, between ILFC and *, consented
to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of July 10, 2006, between ILFC and *, consented
to by CFM International, Inc.




B737-800 aircraft bearing serial number 30709




1. Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland Limited (“ILFC
Ireland”), 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.





 









 






2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
March 18, 2005, between ILFC Ireland and * and * dated as of November 16, 2006.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007,
between ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of June 8, 2006.




8. Estoppel and Acceptance Certificate, dated as of June 8, 2006.




9. Assignment of Rights (Airframe), dated as of June 8, 2006, between ILFC and *, consented
to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of June 8, 2006, between ILFC and *, consented
to by CFM International, Inc.




B737-800 aircraft bearing serial number 30699




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




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




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
March 18, 2005, between ILFC Ireland and * and * dated as of November 16, 2006.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007,
between ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of May 12, 2006.





 




			
	*	 	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.





 









 






8. Estoppel and Acceptance Certificate dated as of May 12, 2006.




9. Assignment of Rights (Airframe), dated as of May 12, 2006, between ILFC and *, consented
to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of May 12, 2006, between ILFC and *, consented
to by CFM International, Inc.




B737-800 aircraft bearing serial number 30697




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




2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between
ILFC Ireland and * and * dated March 18, 2005.




3. Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee and
International Lease Finance Corporation (“ILFC”), as Lessor.




4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of
March 18, 2005, between ILFC Ireland and * and * dated as of November 16, 2006.




5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007,
between ILFC Ireland and ILFC.




6. *




7. Estoppel and Acceptance Certificate (Headlease), dated as of April 12, 2006.




8. Estoppel and Acceptance Certificate, dated as of April 12, 2006.




9. Assignment of Rights (Airframe), dated as of April 12, 2006, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Rights (Engines), dated as of April 12, 2006, between ILFC and *,
consented to by CFM International, Inc.



*





A319-100 aircraft bearing serial number 3342




1. Aircraft Lease Agreement, dated as of November 4, 2003, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, 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.





 









 






2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




6. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




7. Amendment Number One to Aircraft Lease Agreement, dated as of December 4, 2007, between
ILFC Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of December 19, 2007.




9. Estoppel and Acceptance Certificate dated as of December 19, 2007.




10. Assignment of Rights (Airframe), dated as of December 19, 2007, between ILFC and *,
consented to by Airbus S.A.S..




11. Assignment Agreement (Engines), dated as of December 19, 2007, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 3311




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.





 




			
	*	 	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.





 









 






7. Amendment Number One to Aircraft Lease Agreement, dated as of November 8, 2007, between
ILFC Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of November 21, 2007.




9. Estoppel and Acceptance Certificate dated as of November 21, 2007.




10. Assignment of Rights (Airframe), dated as of November 21, 2007, between ILFC and *,
consented to by Airbus S.A.S.




11. Assignment Agreement (Engines), dated as of November 21, 2007, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 3269




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




6. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




7. Amendment Number One to Aircraft Lease Agreement, dated as of October 1, 2007, between
ILFC Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of October 15, 2007.




9. Estoppel and Acceptance Certificate dated as of October 15, 2007.




10. Assignment of Rights (Airframe), dated as of October 15, 2007, between ILFC and *,
consented to by Airbus S.A.S..





 




			
	*	 	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.





 









 






11. Assignment Agreement (Engines), dated as of October 15, 2007, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 3258




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




6. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




7. Letter of Understanding, dated as of October 12, 2006, between International Lease
Finance Corporation and *.




8. Amendment Number One to Aircraft Lease Agreement, dated as of October 1, 2007, between
ILFC Ireland and *.




9. Estoppel and Acceptance Certificate (Headlease) dated as of October 12, 2007.




10. Estoppel and Acceptance Certificate dated as of October 12, 2007.




11. Assignment of Rights (Airframe), dated as of October 12, 2007, between ILFC and *,
consented to by Airbus S.A.S.




12. Assignment Agreement (Engines), dated as of October 12, 2007, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 3144




1. Aircraft Lease Agreement, dated as of November 4, 2003, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, 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.





 









 






2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




6. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




7. Amendment Number One to Aircraft Lease Agreement, dated as of May 25, 2007, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of June 13, 2007.




9. Estoppel and Acceptance Certificate dated as of June 13, 2007.




10. Assignment of Rights (Airframe), dated as of June 13, 2007, between ILFC and *,
consented to by Airbus S.A.S.




11. Assignment Agreement (Engines), dated as of June 13, 2007, among ILFC, *, and IAE
International Aero Engines AG. 




A319-100 aircraft bearing serial number 3020




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * 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.





 









 






5. Amendment Number One to Aircraft Lease Agreement, dated as of January 19, 2007, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of February 5, 2007.




9. Estoppel and Acceptance Certificate dated as of February 5, 2007.




10. Assignment of Rights (Airframe), dated as of February 5, 2007, between ILFC and *,
consented to by Airbus S.A.S.




11. Assignment Agreement (Engines), dated as of February 5, 2007, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2969




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment Number One to Aircraft Lease Agreement, dated as of December 5, 2006, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland 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.





 









 






8. Estoppel and Acceptance Certificate dated as of December 15, 2006.




9. Assignment of Rights (Airframe), dated as of December 15, 2006, between ILFC and *,
consented to by Airbus S.A.S.




10. Assignment Agreement (Engines), dated as of December 15, 2006, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2948




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment Number One to Aircraft Lease Agreement, dated as of November 8, 2006, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of December 6, 2006.




9. Estoppel and Acceptance Certificate dated as of December 6, 2006.




10. Assignment of Rights (Airframe), dated as of December 6, 2006, between ILFC and *,
consented to by Airbus S.A.S.




11. Assignment Agreement (Engines), dated as of December 6, 2006, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2940





 




			
	*	 	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.





 









 






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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment Number One to Aircraft Lease Agreement, dated as of September 29, 2006, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of October 17, 2006.




9. Estoppel and Acceptance Certificate dated as of October 17, 2006.




10. Assignment of Rights (Airframe), dated as of October 17, 2006, between ILFC and *,
consented to by Airbus S.A.S.




11. Assignment Agreement (Engines), dated as of October 17, 2006, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2901




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland 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.





 









 






4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment Number One to Aircraft Lease Agreement, dated as of September 29, 2006, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of October 17, 2006.




9. Estoppel and Acceptance Certificate dated as of October 17, 2006.




10. Assignment of Rights (Airframe), dated as of October 17, 2006, between ILFC and *,
consented to by Airbus S.A.S.




11. Assignment Agreement (Engines), dated as of October 17, 2006, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2815




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment Number One to Aircraft Lease Agreement, dated as of June 21, 2006, between ILFC
Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.





 




			
	*	 	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.





 









 






7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of June 30, 2006.




9. Estoppel and Acceptance Certificate dated as of June 30, 2006.




10. Assignment of Rights (Airframe), dated as of June 30, 2006, between ILFC and *,
consented to by Airbus, S.A.S.




11. Assignment Agreement (Engines), dated as of June 30, 2006, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2667




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Amendment No. 1, does not exist.




5. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




6. Amendment #1 to Aircraft Headlease Agreement, dated as of January 18, 2006, between ILFC
and ILFC Ireland.




7. Amendment #2 to Aircraft Lease Agreement, dated as of January 18, 2006, between ILFC
Ireland and *.




8. Amendment Number Three to Aircraft Lease Agreement, dated as of January 18, 2006, between
ILFC Ireland and *.




9. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




10. Estoppel and Acceptance Certificate (Headlease) dated as of January 26, 2006.





 




			
	*	 	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.





 









 






11. Estoppel and Acceptance Certificate dated as of January 26, 2006.




12. Assignment of Rights (Airframe), dated as of January 26, 2006, between ILFC and *,
consented to by AVSA, S.A.R.L.




13. Assignment Agreement (Engines), dated as of January 26, 2006, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2579




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of November 10, 2004, between ILFC
Ireland and *.




5. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




6. Amendment Number Two to Aircraft Lease Agreement, dated as of November 28, 2005, between
ILFC Ireland and *.




7. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




8. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




9. Estoppel and Acceptance Certificate (Headlease) dated as of October 17, 2005.




10. Estoppel and Acceptance Certificate dated as of October 17, 2005.




11. Assignment of Rights (Airframe), dated as of October 17, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




12. Assignment Agreement (Engines), dated as of October 17, 2005, among ILFC, *, and IAE
International Aero Engines AG.





 




			
	*	 	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.





 









 






A319-100 aircraft bearing serial number 2574




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment Number One to Aircraft Lease Agreement, dated as of November 28, 2005, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of October 12, 2005.




9. Estoppel and Acceptance Certificate dated as of October 12, 2005.




10. Assignment of Rights (Airframe), dated as of October 12, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




11. Assignment Agreement (Engines), dated as of October 12, 2005, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2505




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, 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.





 









 






3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of November 10, 2004, between ILFC
Ireland and *.




5. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




6. Amendment Number Two to Aircraft Lease Agreement, dated as of November 28, 2005, between
ILFC Ireland and *.




7. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




8. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




9. Estoppel and Acceptance Certificate (Headlease) dated as of July 11, 2005.




10. Estoppel and Acceptance Certificate dated as of July 11, 2005.




11. Assignment of Rights (Airframe), dated as of July 11, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




12. Assignment Agreement (Engines), dated as of July 11, 2005, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2426




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * 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.





 









 






5. Amendment Number #1 to Aircraft Lease Agreement, dated as of November 28, 2005, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of March 30, 2005.




9. Estoppel and Acceptance Certificate dated as of March 30, 2005.




10. Assignment of Rights (Airframe), dated as of March 30, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




11. Assignment Agreement (Engines), dated as of March 30, 2005, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2435




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of November 10, 2004, between ILFC
Ireland and *.




5. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




6. Amendment Number Two to Aircraft Lease Agreement, dated as of November 28, 2005, between
ILFC Ireland and *.




7. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.





 




			
	*	 	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.





 









 






8. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




9. Estoppel and Acceptance Certificate (Headlease) dated as of March 30, 2005.




10. Estoppel and Acceptance Certificate dated as of March 30, 2005.




11. Assignment of Rights (Airframe), dated as of March 30, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




12. Assignment Agreement (Engines), dated as of March 30, 2005, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2408




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of November 1, 2004, between ILFC
Ireland and *.




5. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




6. Amendment Number Two to Aircraft Lease Agreement, dated as of November 28, 2005, between
ILFC Ireland and *.




7. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




8. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




9. Estoppel and Acceptance Certificate (Headlease) dated as of March 9, 2005.




10. Estoppel and Acceptance Certificate dated as of March 9, 2005.





 




			
	*	 	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.





 









 






11. Assignment of Rights (Airframe), dated as of March 9, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




12. Assignment Agreement (Engines), dated as of March 9, 2005, among ILFC, *, and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2371




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




2. Aircraft Headlease Agreement, dated as of November 4, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of November 4, 2003, between
ILFC Ireland and *.




4. Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *, * and *.




5. Amendment Number One to Aircraft Lease Agreement, dated as of November 28, 2005, between
ILFC Ireland and *.




6. Global Amendment #1 to Headlease Agreements, dated as of September 21, 2006, between ILFC
and ILFC Ireland.




7. Amendment No. 1 to Global Side Letter No. 1, dated as of September 21, 2006, between ILFC
Ireland and *.




8. Estoppel and Acceptance Certificate (Headlease) dated as of January 21, 2005.




9. Estoppel and Acceptance Certificate dated as of January 21, 2005.




10. Assignment of Rights (Airframe), dated as of January 21, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




11. Assignment of Rights (Engines) Assignment Agreement, dated as of January 21, 2005, among
ILFC, *, and IAE International Aero Engines AG. 



*





B737-800 aircraft bearing serial number 30725





 




			
	*	 	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.





 









 






1. Aircraft Lease Agreement, dated as of April 8, 2007, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, * and *, each as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of April 8, 2007, between ILFC Ireland, as Lessee,
and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of April 8, 2007, among ILFC
Ireland, *, and *.




4. Estoppel and Acceptance Certificate dated as of June 15, 2007. (Headlease)




5. Estoppel and Acceptance Certificate dated as of June 15, 2007. (Lease)




6. Assignment of Rights (Airframe), dated as of June 15, 2007, between ILFC and *, consented
to by The Boeing Company.




7. Assignment of Warranties (Engines), dated as of June 15, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 30711




1. Aircraft Lease Agreement, dated as of December 26, 2006, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, * and *, each as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of December 26, 2006, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 26, 2006, among ILFC
Ireland, *, and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2007, between ILFC
Ireland and *.




5. Amendment #1 to Side Letter No. 1 to Aircraft Lease Agreement, dated as of April 8, 2007,
between ILFC Ireland, *, and *.




6. Estoppel and Acceptance Certificate dated as of January 24, 2007. (Headlease)




7. Estoppel and Acceptance Certificate dated as of January 24, 2007. (Lease)




8. Assignment of Rights (Airframe), dated as of January 24, 2007, between ILFC and *,
consented to by The Boeing Company.





 




			
	*	 	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.






 











 






9. Assignment of Warranties (Engines), dated as of January 24, 2007, between ILFC and *.



*





A320-200 aircraft bearing serial number 3123




1. Aircraft Lease Agreement, dated as of June 29, 2006, between International Lease Finance
Corporation, as Lessor (“ILFC”), and *, as Lessee




2. Estoppel and Acceptance Certificate dated as of May 24, 2007




3. Assignment of Rights (Airframe), dated as of May 24, 2007, between ILFC and *, consented
to Airbus S.A.S.




4. Assignment of Rights (Engines) Assignment of Warranties, dated as of May 24, 2007,
between ILFC and *



*





A319-100 aircraft bearing serial number 3590




1. Aircraft Lease Agreement, dated as of March 9, 2007, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 14, 2009, between ILFC and
*.




3. Estoppel and Acceptance Certificate dated as of July 22, 2008.




4. Assignment of Rights (Airframe), dated as of July 22, 2008, between ILFC and *, consented
to by Airbus S.A.S.




5. Assignment Agreement (Engines), dated as of July 22, 2008, between ILFC and *, consented
to by IAE International Aero Engines AG.




A319-100 aircraft bearing serial number 3491




1. Aircraft Lease Agreement, dated as of March 9, 2007, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 14, 2009, between ILFC 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.





 









 






3. Estoppel and Acceptance Certificate dated as of April 21, 2008.




4. Assignment of Rights (Airframe), dated as of April 21, 2008, between ILFC and *,
consented to by Airbus S.A.S.




5. Assignment Agreement (Engines), dated as of April 21, 2008, between ILFC and *, consented
to by IAE International Aero Engines AG.




A319-100 aircraft bearing serial number 3463




1. Aircraft Lease Agreement, dated as of April 20, 2007, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 14, 2009, between ILFC and
*.




3. Estoppel and Acceptance Certificate dated as of April 18, 2008.




4. Assignment of Rights (Airframe), dated as of April 18, 2008, between ILFC and *,
consented to by Airbus S.A.S.




5. Assignment Agreement (Engines), dated as of April 18, 2008, between ILFC and *, consented
to by IAE International Aero Engines AG.



*





B777-300ER aircraft bearing serial number 32714




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4.
Amendment No. 1 to Aircraft Lease Agreement, dated as of June 8, 2007, between ILFC and *




5. *




6. Estoppel and Acceptance Certificate dated as of June 29, 2007





 




			
	*	 	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.





 









 






7. Assignment of Rights (Airframe), dated as of June 29, 2007, between ILFC and *, consented
to by The Boeing Company




8. Assignment of Warranties (Engines), dated as of June 29, 2007, between ILFC and *




  B777-300ER aircraft bearing serial number 32713




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment #1 to Aircraft Lease Agreement, dated as of April 24, 2007, between ILFC and *




5. *




6. Estoppel and Acceptance Certificate dated as of April 24, 2007




7. Assignment of Rights (Airframe), dated as of April 24, 2007, between ILFC and *,
consented to by The Boeing Company




8. Assignment of Warranties (Engines), dated as of April 24, 2007, between ILFC and *




B777-300ER aircraft bearing serial number 32729




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment #1 to Aircraft Lease Agreement, dated as of March 15, 2007, between ILFC 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.





 









 






5. *




6. Estoppel and Acceptance Certificate dated as of March 15, 2007




7. Assignment of Rights (Airframe), dated as of March 15, 2007, between ILFC and *,
consented to by The Boeing Company




8. Assignment of Warranties (Engines), dated as of March 15, 2007, between ILFC and *




B777-300ER aircraft bearing serial number 32728




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment #1 to Aircraft Lease Agreement, dated as of October 2, 2006, between ILFC and *




5. *




6. Estoppel and Acceptance Certificate dated as of October 30, 2006




7. Assignment of Rights (Airframe), dated as of October 30, 2006, between ILFC and *,
consented to by The Boeing Company




8. Assignment of Warranties (Engines), dated as of October 30, 2006, between ILFC and *




B777-300ER aircraft bearing serial number 32730




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC 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.





 









 






4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 15, 2006, between ILFC
and *




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of August 28, 2006, between ILFC
and *




6. *




7. Estoppel and Acceptance Certificate dated as of September 28, 2006




8. Assignment of Rights (Airframe), dated as of September 28, 2006, between ILFC and *,
consented to by The Boeing Company




9. Assignment of Rights (Engines), dated as of September 28, 2006, between ILFC and *




B777-300ER aircraft bearing serial number 32715




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment Number One to Aircraft Lease Agreement, dated as of February 5, 2005, between
ILFC and *




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of January 15, 2006, between ILFC
and *




6. Amendment No. 3 to Aircraft Lease Agreement, dated as of August 28, 2006, between ILFC
and *




7. *




8. Estoppel and Acceptance Certificate dated as of September 21, 2006




9. Assignment of Rights (Airframe), dated as of September 21, 2006, between ILFC and *,
consented to by The Boeing Company





 




			
	*	 	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.





 









 






10. Assignment of Rights (Engines), dated as of September 21, 2006, between ILFC and *




B777-300ER aircraft bearing serial number 32710




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and
*




5. *




6. Estoppel and Acceptance Certificate dated as of June 9, 2006




7. Assignment of Rights (Airframe), dated as of June 9, 2006, between ILFC and *, consented
to by The Boeing Company




8. Assignment of Rights (Engines), dated as of June 9, 2006, between ILFC and *




B777-300ER aircraft bearing serial number 32709




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 15, 2006, between ILFC
and *




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of February 1, 2006, between ILFC
and * (superseded by Amendment No. 3 below)





 




			
	*	 	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.





 









 






6. Amendment No. 3 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and
*




7. *




8. Estoppel and Acceptance Certificate dated as of February 22, 2006




9. Assignment of Rights (Airframe), dated as of February 22, 2006, between ILFC and *,
consented to by The Boeing Company




10. Assignment of Rights (Engines), dated as of February 22, 2006, between ILFC and *




B777-300ER aircraft bearing serial number 32707




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment Number One to Aircraft Lease Agreement, dated as of February 5, 2005, between
ILFC and *




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of January 24, 2006, between ILFC
and * (superseded by Amendment No. 3 below)




6. Amendment No. 3 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and
*




7. *




8. Estoppel and Acceptance Certificate dated as of November 30, 2005




9. Assignment of Rights (Airframe), dated as of November 30, 2005, between ILFC and *,
consented to by The Boeing Company




10. Assignment of Rights (Engines), dated as of November 30, 2005, between ILFC and *




B777-300ER aircraft bearing serial number 32708





 




			
	*	 	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.





 









 






1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2006, between ILFC
and * (superseded by Amendment No. 2 below)




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and
*




6. *




7. Estoppel and Acceptance Certificate dated as of November 2, 2005




8. Assignment of Rights (Airframe), dated as of November 2, 2005, between ILFC and *,
consented to by The Boeing Company




9. Assignment of Rights (Engines), dated as of November 2, 2005, between ILFC and *




B777-300ER aircraft bearing serial number 33501




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2006, between ILFC
and * (superseded by Amendment No. 2 below)




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and
*




6. *





 




			
	*	 	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.





 









 






7. Estoppel and Acceptance Certificate dated as of May 16, 2005




8. Assignment of Rights (Airframe), dated as of May 16, 2005, between ILFC and *, consented
to by The Boeing Company




9. Assignment of Rights (Engines), dated as of May 16, 2005, between ILFC and *




B777-300ER aircraft bearing serial number 32706




1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee




2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between
ILFC and *




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2006, between ILFC
and * (superseded by Amendment No. 2 below)




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and
*




6. *




7. Estoppel and Acceptance Certificate dated as of March 25, 2005




8. Assignment of Rights (Airframe), dated as of March 25, 2005, between ILFC and *,
consented to by The Boeing Company




9. Assignment of Rights (Engines), dated as of March 25, 2005, between ILFC and *



*





A319-100 aircraft bearing serial number 2448




1. Aircraft Lease Agreement, dated as of December 5, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Confidentiality Agreement, dated as of September ___, 2003, between ILFC 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.





 









 






3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of December 5, 2003, between
ILFC and *.




4. Letter Agreement Re A319-111 Aircraft Manuals, dated as of December 5, 2003, between ILFC
and *.




5. Amendment No. 1 to Aircraft Lease Agreement, dated as of February 25, 2005, between ILFC
and *.




6. Agreement Regarding Installation of Leased Equipment, Purchased Equipment and Provisions,
dated as of April 11, 2005, between ILFC, * and LiveTV, LLC.




7. Estoppel and Acceptance Certificate dated as of April 25, 2005.




8. Assignment of Rights (Airframe), dated as of April 25, 2005, between ILFC and * consented
to by Airbus S.A.S.




9. Assignment of Warranties (Engines), dated as of April 25, 2005, between ILFC and *,
consented to by CFM International, Inc.




A319-100 aircraft bearing serial number 2406




1. Aircraft Lease Agreement, dated as of December 5, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Confidentiality Agreement, dated as of September ___, 2003, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of December 5, 2003, between
ILFC and *.




4. Letter Agreement Re A319-111 Aircraft Manuals, dated as of December 5, 2003, between ILFC
and *.




5. Amendment No. 1 to Aircraft Lease Agreement, dated as of February 25, 2005, between ILFC
and *.




6. Agreement Regarding Installation of Leased Equipment, Purchased Equipment and Provisions,
dated as of February 28, 2005, between ILFC, * and LiveTV, LLC.




7. Estoppel and Acceptance Certificate dated as of March 1, 2005.




8. Assignment of Rights (Airframe), dated as of March 1, 2005, between ILFC and *, consented
to by Airbus S.A.S.





 




			
	*	 	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.





 









 






9. Assignment of Warranties (Engines), dated as of March 1, 2005, between ILFC and *,
consented to by CFM International, Inc.



*





A330-200 aircraft bearing serial number 906




1. Aircraft Lease Agreement, dated as of August 28, 2006, between IlFC Ireland (“ILFC”), as
Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of August 28, 2006, between ILFC and
*.




3. Side Letter #2 to Aircraft Lease Agreement, dated as of March 26, 2007, between ILFC and
*.




4. Amendment #1 to Aircraft Lease Agreement, dated as of March 6, 2007, between ILFC and *.




5. Global Letter Agreement #1 Re: A330-200 Aircraft Manuals, dated as of March 29, 2007.




6. Amendment #2 to Aircraft Lease Agreement, dated as of March 9, 2008.




7. Estoppel and Acceptance Certificate dated as of March 11, 2008.




8. Assignment of Rights (Airframe), dated as of March 11, 2008, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment of Rights (Engines), dated as of March 11, 2008, between ILFC and *, consented
to by Rolls Royce plc.



*





A330-200 aircraft bearing serial number 807




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




2. Aircraft Headlease Agreement, dated as of July 12, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2005, between ILFC
Ireland 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.





 









 






4. Side Letter #2 to Aircraft Lease Agreement, dated as of October 26, 2005, between ILFC
Ireland and *.




5. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 12, 2007, between ILFC
Ireland and *.




6. Amendment #2 to Aircraft Lease Agreement, dated as of August 22, 2009, between ILFC
Ireland and *.




7. Estoppel and Acceptance Certificate (Headlease) dated as of January 12, 2007.




8. Estoppel and Acceptance Certificate dated as of January 12, 2007.




9. Assignment of Rights (Airframe), dated as of January 12, 2007, between ILFC and *,
consented to by Airbus S.A.S.




10. Tripartite Warranty Agreement (Engines), dated as of January 12, 2007, among ILFC, *,
and Rolls-Royce plc.




A330-200 aircraft bearing serial number 751




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




2. Aircraft Headlease Agreement, dated as of July 12, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2005, between ILFC
Ireland and *.




4. Side Letter #2 to Aircraft Lease Agreement, dated as of October 26, 2005, between ILFC
Ireland and *.




5. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 31, 2006, between ILFC
Ireland and *.




6. Amendment #2 to Aircraft Lease Agreement, dated as of August 22, 2009, between ILFC
Ireland and *.




7. Estoppel and Acceptance Certificate (Headlease) dated as of May 31, 2006.




8. Estoppel and Acceptance Certificate dated as of May 31, 2006.





 




			
	*	 	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.





 









 






9. Assignment of Rights (Airframe), dated as of May 31, 2006, between ILFC and *, consented
to by Airbus S.A.S.




10. Tripartite Warranty Agreement (Engines), dated as of May 31, 2006, among ILFC, *, and
Rolls-Royce plc.




B737-800 aircraft bearing serial number 35289




1. Aircraft Lease Agreement, dated as of November 20, 2007, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 20, 2007, between International Lease
Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.




3. Amendment #1 to Aircraft Lease Agreement, dated as of February 20, 2009, between ILFC
Ireland and *.




4. Amendment #2 to Aircraft Lease Agreement, dated as of April 13, 2009, between ILFC
Ireland and *.




5. Amendment #3 to Aircraft Lease Agreement, dated as of August 22, 2009, between ILFC
Ireland and *.




6. Estoppel and Acceptance Certificate (Headlease) dated as of February 20, 2009.




7. Estoppel and Acceptance Certificate dated as of February 20, 2009.




8. Assignment of Rights (Airframe), dated as of February 20, 2009, between ILFC and *,
consented to by The Boeing Company.




9. Assignment of Warranties, dated as of February 20, 2009, between ILFC and *.



*





B737-800 aircraft bearing serial number 30695




1. Aircraft Lease Agreement, dated as of May 21, 2005, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of May 21, 2005, between ILFC 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.





 









 






3. Lease Amendment #1 to Aircraft Lease Agreement, dated as of November 29, 2005, between
ILFC and *.




4. Lease Amendment #2 to Aircraft Lease Agreement, dated as of March 10, 2006, between ILFC
and *.




5. Lease Amendment #3 to Aircraft Lease Agreement, dated as of February 13, 2007, between
ILFC and *.




6. Lessee Name Change Letter Agreement, dated as of July 27, 2007, between ILFC and *.
(Effective as of May 17, 2005)




7. Lease Amendment #4 to Aircraft Lease Agreement, dated as of February 5, 2008, between
ILFC and *.




8. Amendment #5 to Aircraft Lease Agreement, dated as of August 23, 2009, between ILFC and
*.




9. Estoppel and Acceptance Certificate dated as of March 15, 2006.




10. Assignment of Rights (Airframe), dated as of March 15, 2006, between ILFC and *,
consented to by The Boeing Company.




11. Assignment of Warranties (Engines), dated as of March 15, 2006, between ILFC and *.




B737-800 aircraft bearing serial number 30694




1. Aircraft Lease Agreement, dated as of May 21, 2005, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of May 21, 2005, between ILFC and *.




3. Lease Amendment #1 to Aircraft Lease Agreement, dated as of November 29, 2005, between
ILFC and *.




4. Lease Amendment #2 to Aircraft Lease Agreement, dated as of February 20, 2006, between
ILFC and *.




5. Lease Amendment #3 to Aircraft Lease Agreement, dated as of February 13, 2007, between
ILFC 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.





 









 






6. Lessee Name Change Letter Agreement, dated as of July 27, 2007, between ILFC and *.
(Effective as of May 17, 2005)




7. Lease Amendment #4 to Aircraft Lease Agreement, dated as of February 5, 2008, between
ILFC and *.




8. Amendment #5 to Aircraft Lease Agreement, dated as of August 23, 2009, between ILFC and
*.




9. Estoppel and Acceptance Certificate dated as of February 8, 2006.



*





A320-200 aircraft bearing serial number 2149




1. Aircraft Lease Agreement, dated as of May 20, 2003, between *, as Lessee and
International Lease Finance Corporation (“ILFC”), as Lessor.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of May 20, 2003, between *
and ILFC.




3. Amendment No. 1 to Aircraft Lease Agreement dated as of January 6, 2004, between * and
ILFC.




4. Estoppel and Acceptance Certificate dated as of January 14, 2004.




5. Assignment of Rights (Airframe), dated as of January 14, 2004, between * and ILFC,
consented to by Airbus S.A.S.




6. Assignment Agreement (Engine), dated as of January 14, 2004, among *, ILFC and IAE
International Aero Engines AG.




A320-200 aircraft bearing serial number 1917




1. Aircraft Lease Agreement, dated as of December 27, 2001, between *, as Lessee and
International Lease Finance Corporation (“ILFC”), as Lessor.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of December 27, 2001,
between * and ILFC.




3. Side Letter Number Two to Aircraft Lease Agreement, dated as of March 6, 2002, between *
and ILFC.





 




			
	*	 	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.





 









 






4. Amendment No. 3 to Aircraft Lease Agreement dated as of February 6, 2003, between * and
ILFC.




5. Amendment Number Two to Aircraft Lease Agreement dated as of April 16, 2003, between *
and ILFC.




6. Amendment Number One to Aircraft Lease Agreement dated as of May 20, 2003, between * and
ILFC.




7. Estoppel and Acceptance Certificate dated as of February 6, 2003.




8. Assignment of Rights (Airframe), dated as of February 6, 2003, between * and ILFC,
consented to by Airbus S.A.S.




9. Assignment Agreement (Engine), dated as of February 6, 2003, among *, ILFC and IAE
International Aero Engines AG.



*





A320-200 aircraft bearing serial number 3270




1. Aircraft Lease Agreement, dated as of July 18, 2006, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Letter Agreement Re: A320-200 Aircraft Manuals, dated as of August 2, 2006, between ILFC
and *.




3. Estoppel and Acceptance Certificate dated as of October 16, 2007.




4. Airframe Warranties Agreement, dated as of October 16, 2007, between ILFC and *,
consented to by Airbus S.A.S.




5. Engine Warranties Agreement, dated as of October 16, 2007, among ILFC, * and IAE
International Aero Engines AG.




A320-200 aircraft bearing serial number 3105




1. Aircraft Lease Agreement, dated as of March 27, 2006, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of March 27, 2006, between ILFC 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.





 









 






3. Letter Agreement Re: A320-200 & A321-200 Aircraft Manuals, dated as of July 25, 2006,
between ILFC and *.




4. Estoppel and Acceptance Certificate dated as of April 27, 2007.




5. Airframe Warranties Agreement, dated as of April 27, 2007, between ILFC and *, consented
to by Airbus S.A.S.




6. Engine Warranties Agreement, dated as of April 27, 2007, among ILFC, * and IAE
International Aero Engines AG.




A320-200 aircraft bearing serial number 3089




1. Aircraft Lease Agreement, dated as of March 27, 2006, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of March 27, 2006, between ILFC and
*.




3. Letter Agreement Re: A320-200 & A321-200 Aircraft Manuals, dated as of July 25, 2006,
between ILFC and *.




4. Estoppel and Acceptance Certificate dated as of April 13, 2007.




5. Airframe Warranties Agreement, dated as of April 13, 2007, between ILFC and *, consented
to by Airbus S.A.S.




6. Engine Warranties Agreement, dated as of April 13, 2007, among ILFC, * and IAE
International Aero Engines AG.




A320-200 aircraft bearing serial number 3012




1. Aircraft Lease Agreement, dated as of August 19, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of August 19, 2005, between ILFC and
*.




3. Amendment #1 to Aircraft Lease Agreement, dated as of July 18, 2006, between ILFC and *.




4. Estoppel and Acceptance Certificate dated as of January 25, 2007.





 




			
	*	 	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.





 









 






5. Assignment of Rights (Airframe), dated as of January 25, 2007, between ILFC and *,
consented to by Airbus S.A.S.




6. Assignment Agreement (Engines), dated as of January 25, 2007, among ILFC, * and IAE
International Aero Engines AG.




A320-200 aircraft bearing serial number 2922




1. Aircraft Lease Agreement, dated as of August 19, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of August 19, 2005, between ILFC and
*.




3. Amendment #1 to Aircraft Lease Agreement, dated as of July 18, 2006, between ILFC and *.




4. Estoppel and Acceptance Certificate dated as of October 27, 2006.




5. Assignment of Rights (Airframe), dated as of October 27, 2006, between ILFC and *,
consented to by Airbus S.A.S..




6. Assignment Agreement (Engines), dated as of October 27, 2006, among ILFC, * and IAE
International Aero Engines AG.




A320-200 aircraft bearing serial number 2731




1. Aircraft Lease Agreement, dated as of August 19, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of August 19, 2005, between ILFC and
*.




3. Amendment #1 to Aircraft Lease Agreement, dated as of July 18, 2006, between ILFC and *.




4. Estoppel and Acceptance Certificate dated as of April 14, 2006.




5. Assignment of Rights (Airframe), dated as of April 14, 2006, between ILFC and *,
consented to by Airbus S.A.S.




6. Assignment Agreement (Engines), dated as of April 14, 2006, among ILFC, * and IAE
International Aero Engines AG.





 




			
	*	 	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.





 









 






A321-200 aircraft bearing serial number 3120




1. Aircraft Lease Agreement, dated as of March 27, 2006, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of March 27, 2006, between ILFC and
*.




3. Letter Agreement Re: A320-200 & A321-200 Aircraft Manuals, dated as of July 25, 2006,
between ILFC and *.




4. Letter Agreement #1 to Aircraft Lease Agreement, dated as of April 27, 2007, between ILFC
and *.




5. Letter Agreement #2 to Aircraft Lease Agreement, dated as of April 27, 2007, between ILFC
and *.




6. Estoppel and Acceptance Certificate dated as of May 16, 2007.




7. Airframe Warranties Agreement, dated as of May 16, 2007, between ILFC and *, consented to
by Airbus S.A.S..




8. Engine Warranties Agreement, dated as of May 16, 2007, among ILFC, * and IAE
International Aero Engines AG.



*





B737-800 aircraft bearing serial number 30703




1. Aircraft Lease Agreement, dated as of November 25, 2008, between ILFC Labuan Limited
(“ILFC Labuan”), as Lessor, and *, as Lessee.




2. Headlease Agreement, dated as of November 25, 2008 between International Lease Finance
Corporation (“ILFC”), as Headlessor, and ILFC Labuan, as
Headlessee.


3. *




4. *




5. Estoppel and Acceptance Certificate dated as of January 30, 2009.




6. Assignment of Rights (Airframe), dated as of January 30, 2009, between International
Lease Finance Corporation (“ILFC “) and *, consented to by The Boeing Company.





 




			
	*	 	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.





 









 






7. Assignment of Warranties (Engines), dated as of January 30, 2009, between ILFC and *.




B737-800 aircraft bearing serial number 30702




 




1. Aircraft Lease Agreement, dated as of November 25, 2008, between ILFC Labuan Limited
(“ILFC Labuan”), as Lessor, and *, as Lessee.




2. Headlease Agreement, dated as of November 25, 2008 between International Lease Finance
Corporation (“ILFC”), as Headlessor, and ILFC Labuan, as Headlessee.




3. *




4. *




5. Estoppel and Acceptance Certificate dated as of February 4, 2009.




6. Assignment of Rights (Airframe), dated as of February 4, 2009, between ILFC and *,
consented to by The Boeing Company.




7. Assignment of Warranties (Engines), dated as of February 4, 2009, between ILFC and *.



*





B737-800 aircraft bearing serial number 30670




1. Aircraft Lease Agreement, dated as of July 30, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of July 30, 2003, between ILFC and
*.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between ILFC and
*.




4. Amendment No. 2 to Aircraft Lease Agreement Regarding Winglet System Installation, dated
as of May 22, 2006, between ILFC and *.




5. Amendment No. 3 to Aircraft Lease Agreement, dated as of September 24, 2007, between ILFC
and *.




6. Estoppel and Acceptance Certificate dated as of April 30, 2004.





 




			
	*	 	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.





 









 






7. Assignment of Rights (Airframe), dated as of April 30, 2004, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of April 30, 2004, between ILFC and *.




B737-800 aircraft bearing serial number 32799




1. Aircraft Lease Agreement, dated as of June 6, 2003, between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 6, 2003, between ILFC and *.




3. Amendment #1 to Aircraft Lease Agreement, dated as of March 15, 2004, between ILFC and *.




4. Amendment No. 2 to Aircraft Lease Agreement, dated as of April 14, 2004, between ILFC and
*.




5. Amendment No. 3 to Aircraft Lease Agreement Regarding Winglet System Installation, dated
as of May 22, 2006, between ILFC and *.




6. Amendment No. 4 to Aircraft Lease Agreement, dated as of September 24, 2007, between ILFC
and *.




7. Estoppel and Acceptance Certificate dated as of March 25, 2004.




8. Assignment of Rights (Airframe), dated as of March 25, 2004, between ILFC and *,
consented to by The Boeing Company.




9. Assignment of Warranties (Engines), dated as of March 25, 2004, between ILFC and *.



*





B737-800 aircraft bearing serial number 30683




1. Aircraft Lease Agreement, dated as of April 27, 2004 between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter No. 1 to Aircraft Lease Agreement, dated as of April 27, 2004 between ILFC
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.





 









 






3. Amendment Number 1 to Aircraft Lease Agreement, dated as of June 02, 2006 between ILFC
and *.




4. Waiver and Consent, dated as of August 22, 2007 between ILFC, Castle 2003-1A, LLC, and *.




5. *




6. Term Sheet, dated as of December 10, 2008 between ILFC, Castle 2003-1A, LLC, and *.




7. Estoppel and Acceptance Certificate dated as of March 22, 2005.




8. Assignment of Rights (Airframe), dated as of March 22, 2005 between ILFC and *, consented
to by The Boeing Company.




9. Assignment Agreement (Engines), dated as of March 22, 2005 between ILFC and *.



*





B737-800 aircraft bearing serial number 30679




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




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




3. Side Letter #1 to Aircraft Lease Agreement, dated as of December 8, 2006, between ILFC
Ireland and *.




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




5. Guaranty, dated as of January 23, 2009, signed by * Limited.




6. Global Agreement with Respect to Five (5) Aircraft Lease Agreements, dated as of January
23, 2009, between ILFC Ireland and *.




7. Notice of Default, dated as of May 6, 2009, signed by ILFC Ireland (terminates the Global
Agreement dated January 23, 2009).





 




			
	*	 	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.





 









 






8. Global Agreement #1 with Respect to Three (3) Boeing B737-800 Aircraft, One (1) Boeing
B737-500 Aircraft and One (1) Boeing B737-300F Aircraft, dated as of July 27, 2009, between
ILFC Ireland and *.




9. Guaranty, dated as of August 28, 2009, signed by *.




10. Global Agreement #2 with Respect to Three (3) Boeing B737-800 Aircraft, One (1) Boeing
B737-500 Aircraft and One (1) Boeing B737-300F Aircraft, dated as of August 28, 2009,
between ILFC Ireland and *.




11. Estoppel and Acceptance Certificate dated as of March 21, 2006.




12. Assignment of Rights (Airframe), dated as of March 21, 2006, between ILFC and *,
consented to by The Boeing Company.




13. Assignment of Warranties (Engines), dated as of March 21, 2006, between ILFC, ILFC
Ireland and *.




B737-800 aircraft bearing serial number 30733




1. Aircraft Lease Agreement, dated as of December 8, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of December 12, 2007, between International Lease
Finance Corporation (“ILFC “), as Headlessor, and ILFC Ireland, as Headlessee.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of December 8, 2006, between ILFC
Ireland and *.




4. Amendment #01 to Aircraft Lease Agreement, dated as of December 13, 2007, between ILFC
Ireland and *.




5. Guaranty, dated as of January 23, 2009, signed by * Limited.




6. Global Agreement with Respect To Five (5) Aircraft Lease Agreements, dated as of January
23, 2009, between ILFC Ireland and *.




7. Notice of Default Letter to *, dated as of May 6, 2009 (terminates the Global Agreement
dated January 23, 2009).





 




			
	*	 	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.





 









 






8. Global Agreement #1 with Respect to Three (3) Boeing B737-800 Aircraft, One (1) Boeing
B737-500 Aircraft and One (1) Boeing B737-300F Aircraft, dated as of July 27, 2009, between
ILFC Ireland and *.




9. Guaranty, dated as of August 28, 2009, signed by *.




10. Global Agreement #2 with Respect to Three (3) Boeing B737-800 Aircraft, One (1) Boeing
B737-500 Aircraft and One (1) Boeing B737-300F Aircraft, dated as of August 28, 2009,
between ILFC Ireland and *




11. Estoppel and Acceptance Certificate dated as of December 13, 2007.




12. Assignment of Rights (Airframe), dated as of December 13, 2007, between ILFC and *,
consented to by The Boeing Company.




13. Assignment of Warranties (Engines), dated as of December 13, 2007, among ILFC, ILFC
Ireland and *.




B737-800 aircraft bearing serial number 30673




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




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




3. Side Letter #1 to Aircraft Lease Agreement, dated as of December 8, 2006, between ILFC
Ireland and *.




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




5. Guaranty, dated as of January 23, 2009, signed by * Limited.




6. Global Agreement with Respect to Five (5) Aircraft Lease Agreements, dated as of January
23, 2009, between ILFC Ireland and *.




7. Notice of Default, dated as of May 6, 2009, signed by ILFC Ireland (terminates the Global
Agreement dated January 23, 2009).




8. Global Agreement #1 with Respect to Three (3) Boeing B737-800 Aircraft, One (1) Boeing
B737-500 Aircraft and One (1) Boeing B737-300F Aircraft, dated as of July 27, 2009, between
ILFC Ireland 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.





 









 






9. Guaranty, dated as of August 28, 2009, signed by *.




10. Global Agreement #2 with Respect to Three (3) Boeing B737-800 Aircraft, One (1) Boeing
B737-500 Aircraft and One (1) Boeing B737-300F Aircraft, dated as of August 28, 2009,
between ILFC Ireland and *.




11. Estoppel and Acceptance Certificate dated as of March 10, 2006.




12. Assignment of Rights (Airframe), dated as of March 10, 2006, between ILFC and *,
consented to by The Boeing Company.




13. Assignment of Warranties (Engines), dated as of March 10, 2006, between ILFC, ILFC
Ireland and *.



*





B737-800 aircraft bearing serial number 30666




1. Aircraft Lease Agreement, dated as of October 23, 2003, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of October 23, 2003, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of October 23, 2003, between ILFC
Ireland and *.




4. Side Letter #2 to Aircraft Lease Agreement, dated as of March 4, 2004, between ILFC
Ireland and *.




5. *




6. Estoppel and Acceptance Certificate dated as of July 12, 2003. (Headlease)




7. Technical Estoppel and Acceptance Certificate dated as of March 4, 2004.




8. Estoppel and Acceptance Certificate dated as of March 10, 2004.




9. Assignment of Rights (Airframe), dated as of March 10, 2004, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of March 10, 2004, between ILFC 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.






 












 






B737-800 aircraft bearing serial number 35281




1. Aircraft Lease Agreement, dated as of December 16, 2005, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of December 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 16, 2005, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of August 26, 2008, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of August 26, 2008. (Headlease)




6. Estoppel and Acceptance Certificate dated as of August 26, 2008. (Lease)




7. Assignment of Rights (Airframe), dated as of August 26, 2008, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of August 26, 2008, between ILFC and *.




B737-800 aircraft bearing serial number 35273




1. Aircraft Lease Agreement, dated as of December 16, 2005, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of December 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 16, 2005, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 21, 2008, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of April 21, 2008. (Headlease)




6. Estoppel and Acceptance Certificate dated as of April 21, 2008. (Lease)





 




			
	*	 	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.




 









 











7. Assignment of Rights (Airframe), dated as of April 21, 2008, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of April 21, 2008, between ILFC and *.




B737-800 aircraft bearing serial number 35271




1. Aircraft Lease Agreement, dated as of December 16, 2005, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of December 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 16, 2005, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of March 21, 2008, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of March 21, 2008. (Headlease)




6. Estoppel and Acceptance Certificate dated as of March 21, 2008. (Lease)




7. Assignment of Rights (Airframe), dated as of March 21, 2008, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of March 21, 2008, between ILFC and *.




B737-800 aircraft bearing serial number 30728




1. Aircraft Lease Agreement, dated as of December 16, 2005, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of December 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 16, 2005, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of September 21, 2007, between ILFC
Ireland 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.




 









 











5. Estoppel and Acceptance Certificate dated as of September 21, 2007. (Headlease)




6. Estoppel and Acceptance Certificate dated as of September 21, 2007. (Lease)




7. Assignment of Rights (Airframe), dated as of September 21, 2007, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of September 21, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 30718




1. Aircraft Lease Agreement, dated as of December 16, 2005, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of December 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 16, 2005, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 30, 2007, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of April 30, 2007. (Headlease)




6. Estoppel and Acceptance Certificate dated as of April 30, 2007. (Lease)




7. Assignment of Rights (Airframe), dated as of April 30, 2007, between ILFC and *,
consented to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of April 30, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 30715




1. Aircraft Lease Agreement, dated as of December 16, 2005, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of December 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), 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.




 









 











3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 16, 2005, between
ILFC Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 9, 2007, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of April 9, 2007. (Headlease)




6. Estoppel and Acceptance Certificate dated as of April 9, 2007. (Lease)




7. Assignment of Rights (Airframe), dated as of April 9, 2007, between ILFC and *, consented
to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of April 9, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 33007




1. Aircraft Lease Agreement, dated as of March 16, 2005, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.



2. Aircraft Headlease Agreement, dated as of March 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of March 16, 2005, between ILFC
Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of July 17, 2006, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of July 17, 2006. (Headlease)




6. Estoppel and Acceptance Certificate dated as of July 17, 2006. (Lease)




7. Assignment of Rights (Airframe), dated as of July 17, 2006, between ILFC and *, consented
to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of July 17, 2006, between ILFC and *.




B737-800 aircraft bearing serial number 30700





 




			
	*	 	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.




 









 











1. Aircraft Lease Agreement, dated as of March 16, 2005, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.



2. Aircraft Headlease Agreement, dated as of March 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of March 16, 2005, between ILFC
Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 24, 2006, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of May 17, 2006. (Headlease)




6. Estoppel and Acceptance Certificate dated as of May 17, 2006. (Lease)




7. Assignment of Rights (Airframe), dated as of May 17, 2006, between ILFC and *, consented
to by The Boeing Company.




8. Assignment of Warranties (Engines), dated as of May 17, 2006, between ILFC and *.




B737-800 aircraft bearing serial number 30698




1. Aircraft Lease Agreement, dated as of March 16, 2005, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.



2. Aircraft Headlease Agreement, dated as of March 16, 2005, between ILFC Ireland, as
Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of March 16, 2005, between ILFC
Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 7, 2006, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of April 7, 2006. (Headlease)




6. Estoppel and Acceptance Certificate dated as of April 7, 2006. (Lease)




7. Assignment of Rights (Airframe), dated as of April 7, 2006, between ILFC and *, consented
to by The Boeing Company.





 




			
	*	 	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.




 









 











8. Assignment of Warranties (Engines), dated as of April 7, 2006, between ILFC and *.




B737-800 aircraft bearing serial number 30685




1. Aircraft Lease Agreement, dated as of June 17, 2004, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of June 17, 2004, between ILFC Ireland, as Lessee,
and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of June 17, 2004, between ILFC
Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of October 7, 2005, between ILFC
Ireland and *.




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of December 9, 2005, between ILFC
Ireland and *.




6. *




7. Estoppel and Acceptance Certificate dated as of October 7, 2005. (Headlease)




8. Estoppel and Acceptance Certificate dated as of October 7, 2005. (Lease)




9. Assignment of Rights (Airframe), dated as of October 7, 2005, between ILFC and *,
consented to by The Boeing Company.




10. Assignment of Warranties (Engines), dated as of October 7, 2005, between ILFC and *.




B737-800 aircraft bearing serial number 30686




1. Aircraft Lease Agreement, dated as of June 17, 2004, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of June 17, 2004, between ILFC Ireland, as Lessee,
and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of June 17, 2004, between ILFC
Ireland 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.




 









 











4. Amendment No. 1 to Aircraft Lease Agreement, dated as of June 21, 2005, between ILFC
Ireland and *.




5. *




6. Estoppel and Acceptance Certificate dated as of May 18, 2005. (Headlease)




7. Estoppel and Acceptance Certificate dated as of May 18, 2005. (Lease)




8. Assignment of Rights (Airframe), dated as of May 18, 2005, between ILFC and *, consented
to by The Boeing Company.




9. Assignment of Warranties (Engines), dated as of May 18, 2005, between ILFC and *.




B737-800 aircraft bearing serial number 32801




1. Aircraft Lease Agreement, dated as of June 17, 2004, among ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




2. Aircraft Headlease Agreement, dated as of June 17, 2004, between ILFC Ireland, as Lessee,
and International Lease Finance Corporation (“ILFC”), as Lessor.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of June 17, 2004, between ILFC
Ireland and *.




4. Amendment No. 1 to Aircraft Lease Agreement, dated as of March 17, 2005, between ILFC
Ireland and *.




5. Letter Agreement, dated as of March 20, 2009, among ILFC Ireland, *, and *.




6. Estoppel and Acceptance Certificate dated as of March 17, 2005. (Headlease)




7. Estoppel and Acceptance Certificate dated as of March 17, 2005. (Lease)




8. Assignment of Rights (Airframe), dated as of March 17, 2005, between ILFC and *,
consented to by The Boeing Company.




9. Assignment of Warranties (Engines), dated as of March 17, 2005, between ILFC and *.



*





A320-200 aircraft bearing serial number 3599





 




			
	*	 	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.




 









 











1. Aircraft Lease Agreement, dated as of November 30, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 30, 2006 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3.
Amendment No. 1 to Aircraft Lease Agreement, dated as of September 11, 2008 between ILFC
Ireland and *.




4. Estoppel and Acceptance Certificate dated as of September 11, 2008 (Headlease).




5. Estoppel and Acceptance Certificate dated as of September 11, 2008.




6. Assignment of Rights (Airframe), dated as of September 11, 2008, between ILFC and *,
consented to by Airbus S.A.S.




7. Assignment of Warranties (Engines), dated as of September 11, 2008, between ILFC and *.




A320-200 aircraft bearing serial number 3456




1. Aircraft Lease Agreement, dated as of November 30, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 30, 2006 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3.
Amendment No. 1 to Aircraft Lease Agreement, dated as of May 29, 2008 between ILFC Ireland
and *.




4. Estoppel and Acceptance Certificate dated as of May 29, 2008 (Headlease).




5. Estoppel and Acceptance Certificate dated as of May 29, 2008.




6. Assignment of Rights (Airframe), dated as of May 29, 2008, between ILFC and *, consented
to by Airbus S.A.S.




7. Assignment of Warranties (Engines), dated as of May 29, 2008, between ILFC and *.




A320-200 aircraft bearing serial number 3440





 




			
	*	 	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.




 









 











1. Aircraft Lease Agreement, dated as of November 30, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 30, 2006 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3.
Amendment No. 1 to Aircraft Lease Agreement, dated as of March 28, 2008, between ILFC
Ireland and *.




4. Estoppel and Acceptance Certificate dated as of March 28, 2008 (Headlease).




5. Estoppel and Acceptance Certificate dated as of March 28, 2008.




6. Assignment of Rights (Airframe), dated as of March 28, 2008, between ILFC and *,
consented to by Airbus S.A.S.




7. Assignment of Warranties (Engines), dated as of March 28, 2008, between ILFC and *.




A320-200 aircraft bearing serial number 3366




1. Aircraft Lease Agreement, dated as of November 30, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 30, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3.
Amendment No. 1 to Aircraft Lease Agreement, dated as of January 22, 2008, between ILFC
Ireland and *.




4.
Amendment No. 2 to Aircraft Lease Agreement, dated as of March 5, 2008, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of January 22, 2008 (Headlease).




6. Estoppel and Acceptance Certificate dated as of January 22, 2008.




7. Assignment of Rights (Airframe), dated as of January 22, 2008, between ILFC and *,
consented to by Airbus S.A.S.





 




			
	*	 	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.




 









 











8. Assignment of Warranties (Engines), dated as of January 22, 2008, between ILFC and *.




A320-200 aircraft bearing serial number 3153




1. Aircraft Lease Agreement, dated as of June 29, 2006, between ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of June 29, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of June 29, 2006, between
ILFC Ireland and *.




4. Amendment Number One to Aircraft Lease Agreement, dated as of April 20, 2007, between
ILFC Ireland and *.




5. Amendment No. 2 to Aircraft Lease Agreement, dated as of June 14, 2007, between ILFC
Ireland and *.




6. Estoppel and Acceptance Certificate dated as of June 14, 2007 (Headlease).




7. Estoppel and Acceptance Certificate dated as of June 14, 2007.




8. Assignment of Rights (Airframe), dated as of June 14, 2007, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Warranties (Engines), dated as of June 14, 2007, between ILFC and *.




A320-200 aircraft bearing serial number 3131




1. Aircraft Lease Agreement, dated as of June 29, 2006, between ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of June 29, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 29, 2006, between
ILFC Ireland and *.




4. Amendment Number One to Aircraft Lease Agreement, dated as of April 20, 2007, between
ILFC Ireland 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.




 









 











5. Amendment No. 2 to Aircraft Lease Agreement, dated as of June 14, 2007, between ILFC
Ireland and *.




6. Estoppel and Acceptance Certificate dated as of May 15, 2007 (Headlease).




7. Estoppel and Acceptance Certificate dated as of May 15, 2007.




8. Assignment of Rights (Airframe), dated as of May 15, 2007, between ILFC and *, consented
to by Airbus S.A.S.




9. Assignment of Warranties (Engines), dated as of May 15, 2007, between ILFC and *.




B737-800 aircraft bearing serial number 30680




1. Aircraft Lease Agreement, dated as of November 19, 2002, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 19, 2002 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter No. 1 to Aircraft Lease Agreements, dated as of November 19, 2002,
between ILFC Ireland and *.




4. *




5. Estoppel and Acceptance Certificate dated as of November 19, 2003.




6. Assignment of Rights (Airframe), dated as of November 19, 2003, between ILFC and *,
consented to by The Boeing Company.




7. Assignment of Warranties (Engines), dated as of November 19, 2003, between ILFC and *.




B737-800 aircraft bearing serial number 30690




1. Aircraft Lease Agreement, dated as of November 19, 2002, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 19, 2002 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, 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.




 









 











3. Global Side Letter No. 1 to Aircraft Lease Agreements, dated as of November 19, 2002,
between ILFC Ireland and *.




4. *




5. Estoppel and Acceptance Certificate dated as of December 18, 2003.




6. Assignment of Rights (Airframe), dated as of December 18, 2003, between ILFC and *,
consented to by The Boeing Company.




7. Assignment of Warranties (Engines), dated as of December 18, 2003, between ILFC and *.




B737-800 aircraft bearing serial number 30692




1. Aircraft Lease Agreement, dated as of November 19, 2002, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 19, 2002 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Global Side Letter No. 1 to Aircraft Lease Agreements, dated as of November 19, 2002,
between ILFC Ireland and *.




4. *




5. Estoppel and Acceptance Certificate dated as of November 20, 2003.




6. Assignment of Rights (Airframe), dated as of November 20, 2003, between ILFC and *,
consented to by The Boeing Company.




7. Assignment of Warranties (Engines), dated as of November 20, 2003, between ILFC and *.




B737-800 aircraft bearing serial number 30693




1. Aircraft Lease Agreement, dated as of November 19, 2002, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of November 19, 2002 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, 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.





 









 






3. Global Side Letter No. 1 to Aircraft Lease Agreements, dated as of November 19, 2002,
between ILFC Ireland and *.




4. *




5. Estoppel and Acceptance Certificate dated as of December 18, 2003.




6. Assignment of Rights (Airframe), dated as of December 18, 2003, between ILFC and *,
consented to by The Boeing Company.




7. Assignment of Warranties (Engines), dated as of December 18, 2003, between ILFC and *.



*





A319-100 aircraft bearing serial number 2396




1. Aircraft Lease Agreement, dated as of February 10, 2007, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of February 10, 2007 between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of February 10, 2007 between ILFC
Ireland and *.




4. Assignment of Sublease and Consent Agreement, dated as of February 4, 2008 between *,
ILFC Ireland and *.




5. Estoppel and Acceptance Certificate dated as of April 26, 2007 (Headlease).




6. Estoppel and Acceptance Certificate dated as of April 26, 2007.




7. Assignment of Rights (Airframe), dated as of April 26, 2007, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment of Rights (Engines), dated as of April 26, 2007, between ILFC and *, consented
to by IAE International Aero Engines AG.



*





A319-100 aircraft bearing serial number 3116





 




			
	*	 	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.




 









 











1. Aircraft Lease Agreement, dated as of October 31, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of October 31, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of October 31, 2006, between ILFC
Ireland and *.




4. Estoppel and Acceptance Certificate dated as of May 31, 2007 (Headlease).




5. Estoppel and Acceptance Certificate dated as of May 31, 2007.




6. Assignment of Rights (Airframe), dated as of May 31, 2007, between ILFC and *, consented
to by Airbus S.A.S.




7. Assignment Agreement (Engines), dated as of May 31, 2007, between ILFC and *, consented
to by IAE International Aero Engines AG.




A319-100 aircraft bearing serial number 3114




1. Aircraft Lease Agreement, dated as of October 31, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of October 31, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of October 31, 2006, between ILFC
Ireland and *.




4. Estoppel and Acceptance Certificate dated as of May 31, 2007 (Headlease).




5. Estoppel and Acceptance Certificate dated as of May 31, 2007.




6. Assignment of Rights (Airframe), dated as of May 31, 2007, between ILFC and *, consented
to by Airbus S.A.S.




7. Assignment Agreement (Engines), dated as of May 31, 2007, between ILFC and *, consented
to by IAE International Aero Engines AG.




A319-100 aircraft bearing serial number 3124





 




			
	*	 	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.





 









 






1. Aircraft Lease Agreement, dated as of October 31, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of October 31, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




3. Side Letter #1 to Aircraft Lease Agreement, dated as of October 31, 2006, between ILFC
Ireland and *.




4. Estoppel and Acceptance Certificate dated as of May 31, 2007 (Headlease).




5. Estoppel and Acceptance Certificate dated as of May 31, 2007.




6. Assignment of Rights (Airframe), dated as of May 31, 2007, between ILFC and *, consented
to by Airbus S.A.S.




7. Assignment Agreement (Engines), dated as of May 31, 2007, between ILFC and *, consented
to by IAE International Aero Engines AG.



*





B737-800 aircraft bearing serial number 30660




1. Aircraft Lease Agreement, dated as of March 1, 2006, between *, as Lessee, and
International Lease Finance Corporation (“ILFC”), as Lessor.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of March 1, 2006, between * and
ILFC.




3. Estoppel and Acceptance Certificate dated as of April 4, 2006.




4. Supplemental Estoppel and Acceptance Certificate dated as of April 7, 2006.




5. Assignment of Rights (Airframe), dated as of April 4, 2006, between * and ILFC, consented
to by The Boeing Company.




6. Assignment of Warranties (Engines), dated as of April 4, 2006, between * and ILFC.



* 





A319-100 aircraft bearing serial number 3165





 




			
	*	 	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.




 









 











1. Aircraft Lease Agreement, dated as of October 26, 2005, between *, as Lessee and
International Lease Finance Corporation (“ILFC “), as Lessor.




2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of October 26, 2005, between
ILFC and *.




3. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




4. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




5. Global Side Letter No. 2 to Aircraft Lease Agreements dated as of October 17, 2008,
between ILFC and *.




6. Estoppel and Acceptance Certificate dated as of June 18, 2007.




7. Assignment of Rights (Airframe), dated as of June 18, 2007, between ILFC and *, consented
to by Airbus S.A.S.




8. Assignment Agreement(Engine), dated as of June 18, 2007, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 3026




1. Aircraft Lease Agreement, dated as of October 26, 2005, between *, as Lessee and
International Lease Finance Corporation (“ILFC “), as Lessor.




2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of October 26, 2005, between
ILFC and *.




3. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




4. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




5. Global Side Letter No. 2 to Aircraft Lease Agreements dated as of October 17, 2008,
between ILFC and *.




6. Estoppel and Acceptance Certificate dated as of February 28, 2007.





 




			
	*	 	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.





 









 






7. Assignment of Rights (Airframe), dated as of February 28, 2007, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engine), dated as of February 28, 2007, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 3017




1. Aircraft Lease Agreement, dated as of October 26, 2005, between *, as Lessee and
International Lease Finance Corporation (“ILFC “), as Lessor.




2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of October 26, 2005, between
ILFC and *.




3. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




4. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




5. Global Side Letter No. 2 to Aircraft Lease Agreements dated as of October 17, 2008,
between ILFC and *.




6. Estoppel and Acceptance Certificate dated as of February 9, 2007.




7. Assignment of Rights (Airframe), dated as of February 9, 2007, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engine), dated as of February 9, 2007, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 3007




1. Aircraft Lease Agreement, dated as of October 26, 2005, between *, as Lessee and
International Lease Finance Corporation (“ILFC “), as Lessor.




2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of October 26, 2005, between
ILFC and *.




3. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)





 




			
	*	 	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.





 









 






4. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




5. Global Side Letter No. 2 to Aircraft Lease Agreements dated as of October 17, 2008,
between ILFC and *.




6. Estoppel and Acceptance Certificate dated as of February 1, 2007.




7. Assignment of Rights (Airframe), dated as of February 1, 2007, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engine), dated as of February 1, 2007, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2983




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Manual Customization Letter Agreement, dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005, between ILFC
and *.




6. Amendment to Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of November 22,
2005, between ILFC and *.




7. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




8. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




9. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




10. Estoppel and Acceptance Certificate dated as of January 19, 2007.





 




			
	*	 	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.





 









 






11. Assignment of Rights (Airframe), dated as of January 19, 2007, between ILFC and *,
consented to by Airbus S.A.S.




12. Assignment Agreement (Engine), dated as of January 19, 2007, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2978




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Manual Customization Letter Agreement, dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005, between ILFC
and *.




6. Amendment to Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of November 22,
2005, between ILFC and *.




7. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




8. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




9. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




10. Estoppel and Acceptance Certificate dated as of January 19, 2007.




11. Assignment of Rights (Airframe), dated as of January 19, 2007, between ILFC and *,
consented to by Airbus S.A.S.




12. Assignment Agreement (Engine), dated as of January 19, 2007, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2711





 




			
	*	 	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.





 









 






1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Letter dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements dated as of March 31, 2005, between ILFC
and *.




6. Amendment No. 1 to Aircraft Lease Agreement dated as of March 31, 2005, between ILFC and
*.




7. Amendment No. 2 to Aircraft Lease Agreement dated as of November 22, 2005, between ILFC
and *.




8. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




9. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




10. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




11. Estoppel and Acceptance Certificate dated as of March 24, 2006.




12. Assignment of Rights (Airframe), dated as of March 24, 2006, between ILFC and *,
consented to by Airbus S.A.S.




13. Assignment Agreement (Engine), dated as of March 24, 2006, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2704




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC 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.






 












 






3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Letter dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements dated as of March 31, 2005, between ILFC
and *.




6. Amendment No. 1 to Aircraft Lease Agreement dated as of March 31, 2005, between ILFC and
*.




7. Amendment No. 2 to Aircraft Lease Agreement dated as of November 22, 2005, between ILFC
and *.




8. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




9. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




10. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




11. Estoppel and Acceptance Certificate dated as of March 23, 2006.




12. Assignment of Rights (Airframe), dated as of March 23, 2006, between ILFC and *,
consented to by Airbus S.A.S.




13. Assignment Agreement (Engine), dated as of March 23, 2006, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2679




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Letter dated as of August 5, 2004, between ILFC 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.




 









 











5. Global Amendment to Aircraft Lease Agreements dated as of March 31, 2005, between ILFC
and *.




6. Amendment No. 1 to Aircraft Lease Agreement dated as of March 31, 2005, between ILFC and
*.




7. Amendment No. 2 to Aircraft Lease Agreement dated as of August 2, 2005, between ILFC and
*.




8. Amendment No. 3 to Aircraft Lease Agreement, dated as of November 22, 2005 between ILFC
and *.




9. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




10. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




11. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




12. Estoppel and Acceptance Certificate dated as of February 7, 2006.




13. Assignment of Rights (Airframe), dated as of February 7, 2006, between ILFC and *,
consented to by AVSA, S.A.R.L.




14. Assignment Agreement (Engine), dated as of February 7, 2006, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2673




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Letter dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements dated as of March 31, 2005, between ILFC
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.




 









 











6. Amendment No. 1 to Aircraft Lease Agreement dated as of March 31, 2005, between ILFC and
*.




7. Amendment No. 2 to Aircraft Lease Agreement dated as of November 22, 2005, between ILFC
and *.




8. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




9. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




10. Amendment No. 3 to Aircraft Lease Agreement dated as of September 8, 2008, between ILFC
and *.




11. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




12. Estoppel and Acceptance Certificate dated as of February 2, 2006.




13. Assignment of Rights (Airframe), dated as of February 2, 2006, between ILFC and *,
consented to by AVSA, S.A.R.L.




14. Assignment Agreement (Engine), dated as of February 2, 2006, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2490




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, as of April 30, 2004, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Letter dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005, between ILFC
and *.




6. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)





 




			
	*	 	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.




 









 











7. Amendment #1 to Lease Termination Agreement, dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




8. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




9. Estoppel and Acceptance Certificate dated as of June 24, 2005.




10. Assignment of Rights (Airframe), dated as of June 24, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




11. Assignment Agreement (Engine), dated as of June 24, 2005, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2485




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Letter dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005, between ILFC
and *.




6. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




7. Amendment #1 to Lease Termination Agreement, dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




8. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




9. Estoppel and Acceptance Certificate dated as of June 21, 2005.




10. Assignment of Rights (Airframe), dated as of June 21, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.





 




			
	*	 	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.




 









 











11. Assignment Agreement (Engine), dated as of June 21, 2005, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2473




1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and
International Lease Finance Corporation (“ILFC “), as Lessor




2. Global Side Letter No. 1 to Aircraft Lease Agreements dated as of April 30, 2004, between
ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between
ILFC and *.




4. Letter dated as of August 5, 2004, between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005, between ILFC
and *.




6. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




7. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




8. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.




9. Estoppel and Acceptance Certificate dated as of May 31, 2005.




10. Assignment of Rights (Airframe), dated as of May 31, 2005, between ILFC and *, consented
to by AVSA, S.A.R.L.




11. Assignment Agreement (Engine), dated as of May 31, 2005, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2470




1. Aircraft Lease Agreement, dated as of April 30, 2004 between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004 between
ILFC 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.




 









 











3. Global Side Letter No. 1 to Aircraft Lease Agreements, dated as of April 30, 2004 between
ILFC and *.




4. Manual Customization Letter Agreement, dated as of August 5, 2004 between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005 between ILFC
and *.




6. Lease Termination Agreement, dated as of July 03, 2008 between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




7. Amendment #1 to Lease Termination Agreement, dated as of July 30, 2008 between ILFC and
*. (Agreement did not terminate this lease, but it amends certain terms.)




8. Global Side Letter No. 2 to Aircraft Lease Agreements, dated as of October 17, 2008
between ILFC and *.




9. Estoppel and Acceptance Certificate dated as of May 23, 2005.




10. Assignment of Rights (Airframe), dated as of May 23, 2005 between ILFC and *, consented
to by AVSA, S.A.R.L.




11. Assignment Agreement (Engines), dated as of May 23, 2005 between ILFC and *, consented
to by IAE International Aero AG.




A319-100 aircraft bearing serial number 2433




1. Aircraft Lease Agreement, dated as of April 30, 2004 between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004 between
ILFC and *.




3. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004 between
ILFC and *.




4. Manual Customization Letter Agreement, dated as of August 5, 2004 between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005 between ILFC
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.




 









 











6. Lease Termination Agreement, dated as of July 03, 2008 between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




7. Amendment Number #1 to Lease Termination Agreement, dated as of July 30, 2008 between
ILFC and *. (Agreement did not terminate this lease, but it amends certain terms.)




8. Global Side Letter No. 2 to Aircraft Lease Agreement, dated as of October 17, 2008
between ILFC and *.




9. Estoppel and Acceptance Certificate dated as of March 29, 2005.




10. Assignment of Rights (Airframe), dated as of March 29, 2005 between ILFC and *,
consented to by AVSA, S.A.R.L.




11. Assignment of Rights (Engines), dated as of March 29, 2005 between ILFC and *, consented
to by IAE International Aero Engines AG.




A319-100 aircraft bearing serial number 2590




1. Aircraft Lease Agreement, dated as of April 30, 2004 between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2.
Global Side Letter No. 1 to Aircraft Lease Agreements, dated as of April 30, 2004 between
ILFC and *.




3.
Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004 between
ILFC and *.




4. Manual Customization Letter Agreement, dated as of August 5, 2004 between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated March 31, 2005 between ILFC and *.




6. Lease Termination Agreement, dated as of July 03, 2008 between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




7. Amendment #1 to Lease Termination Agreement, dated as of July 30, 2008 between ILFC and
*.(Agreement did not terminate this lease, but it amends certain terms.)




8. Global Side Letter No. 2 to Aircraft Lease Agreements, dated as of October 17, 2008
between ILFC 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.




 









 











9. Estoppel and Acceptance Certificate dated as of June 6, 2005.




10. Assignment of Rights (Airframe), dated as of June 6, 2005 between ILFC and *, consented
to by AVSA, S.A.R.L.




11. Assignment Agreement (Engines), dated as of June 6, 2005 between ILFC and *, consented
to by IAE International Aero Engines AG.




A319-100 aircraft bearing serial number 2476




1. Aircraft Lease Agreement, dated as of April 30, 2004 between International Lease Finance
Corporation (“ILFC”), as Lessor, and *, as Lessee.




2.
Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004 between
ILFC and *.




3.
Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004 between
ILFC and *.




4. Manual Customization Letter Agreement, dated as of August 5, 2004 between ILFC and *.




5. Global Amendment to Aircraft Lease Agreements, dated March 31, 2005 between ILFC and *.




6. Lease Termination Agreement, dated as of July 03, 2008 between ILFC and *. (Agreement did
not terminate this lease, but it amends certain terms.)




7. Amendment #1 to Lease Termination Agreement, dated as of July 30, 2008 between ILFC and
*.(Agreement did not terminate this lease, but it amends certain terms.)




8. Global Side Letter No. 2 to Aircraft Lease Agreement, dated as of October 17, 2008
between ILFC and *.




9. Estoppel and Acceptance Certificate dated as of June 6, 2005.




10. Assignment of Rights (Airframe), dated as of June 6, 2005 between ILFC and *, consented
to by AVSA, S.A.R.L.




11. Assignment Agreement (Engines), dated as of June 6, 2005 between ILFC and *, consented
to by IAE International Aero Engines AG.





 




			
	*	 	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.




 









 










*





A319-100 aircraft bearing serial number 2458




1. Aircraft Lease Agreement, dated as of August 31, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of August 31, 2004, between
ILFC and *.




3. Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
ILFC, *, and *.




4. Estoppel and Acceptance Certificate dated as of May 12, 2005.




5. Assignment of Rights (Airframe), dated as of May 12, 2005, between ILFC and *, consented
to by AVSA, S.A.R.L.




6. Assignment Agreement (Engines), dated as of May 12, 2005, between ILFC and *, consented
to by IAE International Aero Engines AG (“IAE”).




7. Assignment of Rights (Airframe), dated as of September 26, 2007, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engines), dated as of September 26, 2007, between ILFC and *,
consented to by IAE.




A320-200 aircraft bearing serial number 2430




1. Aircraft Lease Agreement, dated as of August 31, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of August 31, 2004, between
ILFC and *.




3. Amendment No. 1 to Aircraft Lease Agreement, dated as of October 4, 2004, between ILFC
and *.




4. Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
ILFC, *, and *.




5. Estoppel and Acceptance Certificate dated as of May 6, 2005.





 




			
	*	 	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.




 









 











6. Assignment of Rights (Airframe), dated as of May 6, 2005, between ILFC and *, consented
to by AVSA, S.A.R.L.




7. Assignment Agreement (Engines), dated as of May 6, 2005, between ILFC and *, consented to
by IAE International Aero Engines AG (“IAE”).




8. Assignment of Rights (Airframe), dated as of September 26, 2007, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment Agreement (Engines), dated as of September 26, 2007, between ILFC and *,
consented to by IAE.




A320-200 aircraft bearing serial number 2422




1. Aircraft Lease Agreement, dated as of August 31, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter Number One to Aircraft Lease Agreement, dated as of August 31, 2004, between
ILFC and *.




3. Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
ILFC, *, and *.




4. Estoppel and Acceptance Certificate dated as of April 28, 2005.




5. Assignment of Rights (Airframe), dated as of April 28, 2005, between ILFC and *,
consented to by AVSA, S.A.R.L.




6. Assignment Agreement (Engines), dated as of April 28, 2005, between ILFC and *, consented
to by IAE International Aero Engines AG (“IAE”).




7. Assignment of Rights (Airframe), dated as of September 26, 2007, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engines), dated as of September 26, 2007, between ILFC and *,
consented to by IAE.




A320-200 aircraft bearing serial number 2193




1. Aircraft Lease Agreement, dated as of January 16, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.




2. Side Letter #1 to Aircraft Lease Agreement, dated as of January 16, 2004, between ILFC
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.




 









 











3. Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
ILFC, *, and *.




4. Estoppel and Acceptance Certificate dated as of May 5, 2004.




5. Assignment of Rights (Airframe), dated as of May 5, 2004, between ILFC and *, consented
to by AVSA, S.A.R.L.




6. Assignment of Rights (Engines), dated as of May 5, 2004, between ILFC and *, consented to
by IAE International Aero Engines AG (“IAE”).




7. Assignment of Rights (Airframe), dated as of September 26, 2007, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engines), dated as of September 26, 2007, between ILFC and *,
consented to by IAE.



*





A319-100 aircraft bearing serial number 2723




1. Aircraft Lease Agreement, dated as of October 23, 2008, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of October 23, 2008, between International Lease
Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of October 23, 2008, between ILFC
Ireland and *.




4. Global Amendment No. 1 to Aircraft Lease Agreement, dated as of March 27, 2009, between
ILFC Ireland and *.




5. Estoppel and Acceptance Certificate dated as of December 1, 2008.




6. Estoppel and Acceptance Certificate (Headlease) dated as of December 1, 2008.




7. Assignment of Rights (Airframe), dated as of December 1, 2008, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engines), dated as of December 1, 2008, among ILFC, * and IAE
International Aero Engines AG.





 




			
	*	 	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.




 









 











A319-100 aircraft bearing serial number 2698




1. Aircraft Lease Agreement, dated as of October 23, 2008, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of October 23, 2008, between International Lease
Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of October 23, 2008, between ILFC
Ireland and *.




4. Global Amendment No. 1 to Aircraft Lease Agreements, dated as of March 27, 2009, between
ILFC Ireland and *.




5. Estoppel and Acceptance Certificate (Headlease) dated as of December 1, 2008.




6. Estoppel and Acceptance Certificate dated as of December 1, 2008.




7. Assignment of Rights (Airframe), dated as of December 1, 2008, between ILFC and *,
consented to by Airbus S.A.S.




8. Assignment Agreement (Engines), dated as of December 1, 2008, among ILFC, * and IAE
International Aero Engines AG.




A319-100 aircraft bearing serial number 2424




1. Aircraft Lease Agreement, dated as of December 12, 2008, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of December 12, 2008, between International Lease
Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.




3. Side Letter No. 1 to Aircraft Lease Agreement, dated as of December 12, 2008, between
ILFC Ireland and *.




4. Side Letter No. 2 to Aircraft Lease Agreement, dated as of January 9, 2009, between ILFC
Ireland and *.




5. Global Amendment No. 1 to Aircraft Lease Agreement, dated as of March 27, 2009, between
ILFC Ireland 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.




 









 











6. Estoppel and Acceptance Certificate dated as of January 12, 2009.




7. Original Engine Estoppel and Acceptance Certificate dated as of March 6, 2009. (ESN
V11886)




8. Assignment of Rights (Airframe), dated as of January 12, 2009, between ILFC and *,
consented to by Airbus S.A.S.




9. Assignment Agreement (Engines), dated as of January 12, 2009, among ILFC, * and IAE
International Aero Engines AG.



*





B737-800 aircraft bearing serial number 30723




1. Aircraft Lease Agreement, dated as of July 17, 2006, between ILFC Ireland Limited (“ILFC
Ireland”), as Lessor, and *, as Lessee.




2. Aircraft Headlease Agreement, dated as of July 17, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor and ILFC Ireland Limited (“ILFC Ireland”), as
Lessee.




3. Side Letter Number #1 Aircraft Lease Agreement, dated as of July 17, 2006, between ILFC
Ireland and *.




4. Amendment No. One to Aircraft Lease Agreement, dated as of June 11, 2007, between ILFC
Ireland and *.




5. Estoppel and Acceptance Certificate dated as of June 11, 2007.




6. Assignment of Rights (Airframe), dated as of June 11, 2007, between ILFC and *, consented
to by The Boeing Company.




7. Assignment of Warranties (Engines), dated as of June 11, 2007, between ILFC 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.






 











 





SCHEDULE
3.19(c)

AMENDED AND RESTATED CREDIT AGREEMENT




SUPPLEMENTAL POOL AIRCRAFT




SECTION A: SUPPLEMENTAL CAPE TOWN POOL AIRCRAFT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	1
	 	30037	 	Boeing B737-700	 	CFM56-7B24	 	890719	 	890720	 	 	 	 	 	India
	2
	 	30727	 	Boeing B737-700	 	CFM56-7B22	 	888675	 	888679	 	 	 	 	 	India
	3
	 	30033	 	Boeing B737-800	 	CFM56-7B27/B1	 	888587	 	888741	 	 	 	 	 	Indonesia
	4
	 	30643	 	Boeing B737-800	 	CFM56-7B27/B1	 	888844	 	888902	 	 	 	 	 	Indonesia
	5
	 	30649	 	Boeing B737-700	 	CFM56-7B24	 	888772	 	888779	 	 	 	 	 	Oman
	6
	 	30652	 	Boeing B737-800	 	CFM56-7B26	 	889705	 	889706	 	 	 	 	 	Oman
	7
	 	30721	 	Boeing B737-800	 	CFM56-7B26/3	 	894612	 	894618	 	 	 	 	 	Oman
	8
	 	35272	 	Boeing B737-800	 	CFM56-7B26/3	 	896356	 	896357	 	 	 	 	 	Oman
	9
	 	35284	 	Boeing B737-800	 	CFM56-7B26/3	 	896787	 	896789	 	 	 	 	 	Oman
	10
	 	35287	 	Boeing B737-800	 	CFM56-7B26/3	 	896978	 	896979	 	 	 	 	 	Oman
	11
	 	1866	 	Airbus A319-100	 	CFM56-5B6/P	 	575504	 	575505	 	 	 	 	 	United States
	12
	 	1872	 	Airbus A319-100	 	CFM56-5B6/P	 	575508	 	575509	 	 	 	 	 	United States
	13
	 	1882	 	Airbus A319-100	 	CFM56-5B6/P	 	575516	 	575517	 	 	 	 	 	United States
	14
	 	1925	 	Airbus A319-100	 	CFM56-5B6/P	 	575544	 	575545	 	 	 	 	 	United States
	15
	 	2198	 	Airbus A319-100	 	CFM56-5B5/P	 	575780	 	575783	 	 	 	 	 	United States
	16
	 	2209	 	Airbus A319-100	 	CFM56-5B5/P	 	575776	 	575795	 	 	 	 	 	United States
	17
	 	2236	 	Airbus A319-100	 	CFM56-5B5/P	 	575824	 	575830	 	 	 	 	 	United States
	18
	 	1223	 	Airbus A319-100	 	IAE V2524-A5	 	V10719	 	V10773	 	 	 	 	 	United States
	19
	 	1281	 	Airbus A319-100	 	IAE V2524-A5	 	V10778	 	V10779	 	 	 	 	 	United States
	20
	 	1463	 	Airbus A319-100	 	IAE V2524-A5	 	V10933	 	V10936	 	 	 	 	 	United States
	21
	 	1156	 	Airbus A320-200	 	IAE V2527-A5	 	V10655	 	V10658	 	 	 	 	 	United States
	22
	 	1398	 	Airbus A320-200	 	IAE V2527-A5	 	V10885	 	V10894	 	 	 	 	 	United States
	23
	 	1452	 	Airbus A320-200	 	IAE V2527-A5	 	V10943	 	V10946	 	 	 	 	 	United States
	24
	 	1110	 	Airbus A320-200	 	IAE V2527-A5	 	V10620	 	V10621	 	 	 	 	 	United States
	25
	 	28262	 	Boeing B737-700	 	CFM56-7B22	 	890962	 	890967	 	 	 	 	 	United States
	26
	 	29363	 	Boeing B737-700	 	CFM56-7B22	 	890649	 	891646	 	 	 	 	 	United States
	27
	 	33786	 	Boeing B737-700	 	CFM56-7B22	 	890620	 	891616	 	 	 	 	 	United States
	28
	 	33787	 	Boeing B737-700	 	CFM56-7B22	 	890658	 	891654	 	 	 	 	 	United States
	29
	 	33791	 	Boeing B737-700	 	CFM56-7B22	 	890954	 	891938	 	 	 	 	 	United States
	30
	 	33792	 	Boeing B737-700	 	CFM56-7B22	 	890976	 	890977	 	 	 	 	 	United States
	31
	 	30662	 	Boeing B737-700	 	CFM56-7B24	 	890573	 	890577	 	 	 	 	 	United States
	32
	 	30663	 	Boeing B737-700	 	CFM56-7B24	 	890584	 	890585	 	 	 	 	 	United States
	33
	 	30677	 	Boeing B737-700	 	CFM56-7B22	 	890868	 	890869	 	 	 	 	 	United States
	34
	 	30039	 	Boeing B737-800	 	CFM56-7B26	 	877654	 	889548	 	 	 	 	 	United States
	35
	 	30675	 	Boeing B737-800	 	CFM56-7B26	 	888459	 	888586	 	 	 	 	 	United States
	36
	 	30032	 	Boeing B737-800	 	CFM56-7B27	 	889643	 	889654	 	 	 	 	 	United States
	37
	 	30689	 	Boeing B737-800	 	CFM56-7B27	 	889493	 	889494	 	 	 	 	 	United States
	38
	 	30332	 	Boeing B737-800	 	CFM56-7B27	 	888214	 	889252	 	 	 	 	 	United States






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	39
	 	28237	 	Boeing B737-800	 	CFM56-7B26	 	888197	 	888201	 	 	 	 	 	United States
	40
	 	28689	 	Boeing B777-200ER	 	GE90-94B	 	900359	 	900360	 	 	 	 	 	United States
	41
	 	28692	 	Boeing B777-200ER	 	GE90-94B	 	900353	 	900354	 	 	 	 	 	United States
	42
	 	28678	 	Boeing B777-200ER	 	GE90-90B	 	900323	 	900324	 	 	 	 	 	United States
	43
	 	28679	 	Boeing B777-200ER	 	GE90-90B	 	900329	 	900330	 	 	 	 	 	United States
	44
	 	462	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41224	 	41225	 	 	 	 	 	United Arab Emirates
	45
	 	29395	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51285	 	51287	 	 	 	 	 	United Arab Emirates
	46
	 	28687	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51416	 	51417	 	 	 	 	 	United Arab Emirates
	47
	 	29396	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51378	 	51379	 	 	 	 	 	United Arab Emirates
	48
	 	32697	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51371	 	51372	 	 	 	 	 	United Arab Emirates
	49
	 	32699	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51397	 	51398	 	 	 	 	 	United Arab Emirates






SECTION B: SUPPLEMENTAL GENEVA POOL AIRCRAFT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	50
	 	1884	 	Airbus A319-100	 	CFM56-5B6/P	 	575514	 	575515	 	 	 	 	 	Bahrain
	51
	 	1901	 	Airbus A319-100	 	CFM56-5B6/P	 	575532	 	575533	 	 	 	 	 	Bahrain
	52
	 	529	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41255	 	41258	 	 	 	 	 	Bahrain
	53
	 	2213	 	Airbus A319-100	 	CFM56-5B7/P	 	575799	 	575801	 	 	 	 	 	France
	54
	 	2228	 	Airbus A319-100	 	CFM56-5B7/P	 	575815	 	575816	 	 	 	 	 	France
	55
	 	2279	 	Airbus A319-100	 	CFM56-5B7/P	 	575885	 	575888	 	 	 	 	 	France
	56
	 	3065	 	Airbus A319-100	 	CFM56-5B7/P	 	697182	 	697183	 	 	 	 	 	France
	57
	 	1924	 	Airbus A320-200	 	CFM56-5B4/P	 	575534	 	575535	 	 	 	 	 	France
	58
	 	1949	 	Airbus A320-200	 	CFM56-5B4/P	 	575554	 	575555	 	 	 	 	 	France
	59
	 	2705	 	Airbus A320-200	 	CFM56-5B4/P	 	577504	 	577505	 	 	 	 	 	France
	60
	 	2721	 	Airbus A320-200	 	CFM56-5B4/P	 	577526	 	577530	 	 	 	 	 	France
	61
	 	3051	 	Airbus A321-200	 	CFM56-5B3/P	 	697174	 	697175	 	 	 	 	 	France
	62
	 	3098	 	Airbus A321-200	 	CFM56-5B3/P	 	697241	 	697249	 	 	 	 	 	France
	63
	 	3441	 	Airbus A321-200	 	CFM56-5B3/3	 	697456	 	697685	 	 	 	 	 	France
	64
	 	3401	 	Airbus A321-200	 	CFM56-5B3/3	 	697629	 	697672	 	 	 	 	 	France
	65
	 	3419	 	Airbus A321-200	 	CFM56-5B3/3	 	697663	 	697669	 	 	 	 	 	France
	66
	 	3372	 	Airbus A321-200	 	CFM56-5B3/3	 	697515	 	697607	 	 	 	 	 	France
	67
	 	3399	 	Airbus A321-200	 	CFM56-5B3/3	 	697634	 	697635	 	 	 	 	 	France
	68
	 	503	 	Airbus A330-200	 	CF6-80E1-A3	 	811201	 	811202	 	 	 	 	 	France
	69
	 	519	 	Airbus A330-200	 	CF6-80E1-A3	 	811218	 	811219	 	 	 	 	 	France
	70
	 	584	 	Airbus A330-200	 	CF6-80E1-A3	 	811248	 	811249	 	 	 	 	 	France
	71
	 	635	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41308	 	41309	 	 	 	 	 	France
	72
	 	32868	 	Boeing B747-400	 	CF6-80C2-B1F	 	706539	 	706540	 	706541	 	706542	 	France
	73
	 	35279	 	Boeing B737-800	 	CFM56-7B26/3	 	896551	 	896552	 	 	 	 	 	France
	74
	 	32869	 	Boeing B747-400	 	CF6-80C2-B1F	 	706551	 	706552	 	706553	 	706554	 	France
	75
	 	32871	 	Boeing B747-400	 	CF6-80C2-B1F	 	706623	 	706624	 	706625	 	706626	 	France






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	76
	 	32870	 	Boeing B747-400ERF	 	CF6-80C2-B5F	 	706627	 	706628	 	706629	 	706630	 	France
	77
	 	32867	 	Boeing B747-400ERF	 	CF6-80C2-B5F	 	706514	 	706515	 	706516	 	706517	 	France
	78
	 	29402	 	Boeing B777-200ER	 	Pratt & Whitney PW4090	 	P222225	 	P222226	 	 	 	 	 	France
	79
	 	35782	 	Boeing B777-300ER	 	GE90-115BG02	 	906603	 	906607	 	 	 	 	 	France
	80
	 	35783	 	Boeing B777-300ER	 	GE90-115BG02	 	906621	 	906622	 	 	 	 	 	France
	81
	 	32723	 	Boeing B777-300ER	 	GE90-115BG01	 	906108	 	906109	 	 	 	 	 	France
	82
	 	32724	 	Boeing B777-300ER	 	GE90-115BG01	 	906112	 	906113	 	 	 	 	 	France
	83
	 	32850	 	Boeing B777-300ER	 	GE90-115BG01	 	906129	 	906130	 	 	 	 	 	France
	84
	 	32852	 	Boeing B777-300ER	 	GE90-115BG01	 	906143	 	906144	 	 	 	 	 	France
	85
	 	32725	 	Boeing B777-300ER	 	GE90-115BG01	 	906134	 	906137	 	 	 	 	 	France
	86
	 	32711	 	Boeing B777-300ER	 	GE90-115BG01	 	906131	 	906132	 	 	 	 	 	France
	87
	 	35297	 	Boeing B777-300ER	 	GE90-115BG02	 	906377	 	906378	 	 	 	 	 	France
	88
	 	739	 	Airbus A330-200	 	Pratt & Whitney PW4168A	 	P733595	 	P733596	 	 	 	 	 	Germany
	89
	 	911	 	Airbus A330-200	 	Pratt & Whitney PW4168A	 	P733657	 	P733658	 	 	 	 	 	Germany
	90
	 	3033	 	Airbus A320-200	 	IAE V2527-A5	 	V12523	 	V12525	 	 	 	 	 	Greece
	91
	 	3066	 	Airbus A320-200	 	IAE V2527-A5	 	V12538	 	V12553	 	 	 	 	 	Greece
	92
	 	3074	 	Airbus A320-200	 	IAE V2527-A5	 	V12546	 	V12555	 	 	 	 	 	Greece
	93
	 	3462	 	Airbus A321-200	 	IAE V2533-A5	 	V12902	 	V12904	 	 	 	 	 	Greece
	94
	 	3527	 	Airbus A321-200	 	IAE V2533-A5	 	V12923	 	V12946	 	 	 	 	 	Greece
	95
	 	822	 	Airbus A330-200	 	Pratt & Whitney PW4168A	 	P733621	 	P733622	 	 	 	 	 	Italy
	96
	 	1912	 	Airbus A319-100	 	IAE V2524-A5	 	V11399	 	V11402	 	 	 	 	 	Macau
	97
	 	1962	 	Airbus A319-100	 	IAE V2524-A5	 	V11447	 	V11454	 	 	 	 	 	Macau
	98
	 	1850	 	Airbus A321-200	 	IAE V2533-A5	 	V11361	 	V11362	 	 	 	 	 	Macau
	99
	 	1926	 	Airbus A321-200	 	IAE V2533-A5	 	V11415	 	V11417	 	 	 	 	 	Macau
	100
	 	811	 	Airbus A330-200	 	CF6-80E1-A3	 	811404	 	811406	 	 	 	 	 	The Netherlands
	101
	 	29399	 	Boeing B777-200ER	 	GE90-94B	 	900459	 	900461	 	 	 	 	 	The Netherlands
	102
	 	32720	 	Boeing B777-200ER	 	GE90-94B	 	900478	 	900480	 	 	 	 	 	The Netherlands
	103
	 	32721	 	Boeing B777-200ER	 	GE90-94B	 	900499	 	900500	 	 	 	 	 	The Netherlands
	104
	 	35295	 	Boeing B777-200ER	 	GE90-94B	 	900491	 	900492	 	 	 	 	 	The Netherlands
	105
	 	3421	 	Airbus A319-100	 	IAE V2524-A5	 	V12858	 	V12860	 	 	 	 	 	Thailand
	106
	 	3424	 	Airbus A319-100	 	IAE V2524-A5	 	V12862	 	V12865	 	 	 	 	 	Thailand
	107
	 	3454	 	Airbus A319-100	 	IAE V2524-A5	 	V12882	 	V12890	 	 	 	 	 	Thailand
	108
	 	3694	 	Airbus A319-100	 	IAE V2524-A5	 	V13082	 	V13084	 	 	 	 	 	Thailand
	109
	 	3614	 	Airbus A319-100	 	IAE V2524-A5	 	V13014	 	V13016	 	 	 	 	 	Aruba
	110
	 	3484	 	Airbus A320-200	 	IAE V2527-A5	 	V12913	 	V12918	 	 	 	 	 	Aruba
	111
	 	3519	 	Airbus A320-200	 	IAE V2527-A5	 	V12949	 	V12953	 	 	 	 	 	Aruba






SECTION C: SUPPLEMENTAL NON-TREATY POOL AIRCRAFT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	112
	 	30658	 	Boeing B737-800	 	CFM56-7B26	 	890450	 	890451	 	 	 	 	 	Australia
	113
	 	30665	 	Boeing B737-800	 	CFM56-7B26	 	890690	 	890691	 	 	 	 	 	Australia
	114
	 	32798	 	Boeing B737-800	 	CFM56-7B26	 	890765	 	890766	 	 	 	 	 	Australia
	115
	 	3446	 	Airbus A320-200	 	CFM56-5B4/3	 	697693	 	697695	 	 	 	 	 	Bermuda
	116
	 	3473	 	Airbus A320-200	 	CFM56-5B4/3	 	697697	 	697721	 	 	 	 	 	Bermuda
	117
	 	3490	 	Airbus A320-200	 	CFM56-5B4/3	 	697750	 	697751	 	 	 	 	 	Bermuda






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	118
	 	3494	 	Airbus A320-200	 	CFM56-5B4/3	 	697758	 	697759	 	 	 	 	 	Bermuda
	119
	 	1874	 	Airbus A320-200	 	CFM56-5B4/P	 	575483	 	575487	 	 	 	 	 	Canada
	120
	 	35298	 	Boeing B777-300ER	 	GE90-115BG02	 	906315	 	906316	 	 	 	 	 	Canada
	121
	 	35784	 	Boeing B777-300ER	 	GE90-115BG02	 	906641	 	906642	 	 	 	 	 	Canada
	122
	 	3361	 	Airbus A320-200	 	CFM56-5B4/3	 	697512	 	697591	 	 	 	 	 	Cayman Islands
	123
	 	3396	 	Airbus A320-200	 	CFM56-5B4/3	 	697619	 	697620	 	 	 	 	 	Cayman Islands
	124
	 	3425	 	Airbus A320-200	 	CFM56-5B4/3	 	697655	 	697660	 	 	 	 	 	Cayman Islands
	125
	 	3475	 	Airbus A320-200	 	CFM56-5B4/3	 	697727	 	697731	 	 	 	 	 	Cayman Islands
	126
	 	505	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41239	 	41240	 	 	 	 	 	Cyprus
	127
	 	526	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41257	 	41259	 	 	 	 	 	Cyprus
	128
	 	30654	 	Boeing B737-800	 	CFM56-7B27	 	890387	 	890388	 	 	 	 	 	Cyprus
	129
	 	30671	 	Boeing B737-800	 	CFM56-7B27	 	890411	 	890413	 	 	 	 	 	Cyprus
	130
	 	32796	 	Boeing B737-800	 	CFM56-7B27	 	890337	 	890338	 	 	 	 	 	Cyprus
	131
	 	33699	 	Boeing B737-800	 	CFM56-7B27	 	890398	 	891414	 	 	 	 	 	Cyprus
	132
	 	2124	 	Airbus A319-100	 	CFM56-5B6/2P	 	575927	 	575928	 	 	 	 	 	Finland
	133
	 	1913	 	Airbus A320-200	 	CFM56-5B4/2P	 	575913	 	575914	 	 	 	 	 	Finland
	134
	 	2065	 	Airbus A320-200	 	CFM56-5B4/2P	 	575919	 	575922	 	 	 	 	 	Finland
	135
	 	1978	 	Airbus A321-200	 	CFM56-5B3/2P	 	575920	 	575921	 	 	 	 	 	Finland
	136
	 	2208	 	Airbus A321-200	 	CFM56-5B3/2P	 	575929	 	575930	 	 	 	 	 	Finland
	137
	 	679	 	Airbus A330-300	 	Rolls Royce TRENT 772-60	 	41340	 	41341	 	 	 	 	 	Hong Kong
	138
	 	581	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41188	 	41288	 	 	 	 	 	Hong Kong
	139
	 	692	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41348	 	41349	 	 	 	 	 	Hong Kong
	140
	 	716	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41357	 	41358	 	 	 	 	 	Hong Kong
	141
	 	741	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41380	 	41381	 	 	 	 	 	Hong Kong
	142
	 	786	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41417	 	41418	 	 	 	 	 	Hong Kong
	143
	 	35274	 	Boeing B737-800	 	CFM56-7B24/3	 	896420	 	897396	 	 	 	 	 	Hong Kong
	144
	 	35276	 	Boeing B737-800	 	CFM56-7B24/3	 	896513	 	896514	 	 	 	 	 	Hong Kong
	145
	 	35285	 	Boeing B737-800	 	CFM56-7B24/3	 	896958	 	896961	 	 	 	 	 	Hong Kong
	146
	 	34432	 	Boeing B777-300ER	 	GE90-115BG04	 	906373	 	906382	 	 	 	 	 	Hong Kong
	147
	 	35299	 	Boeing B777-300ER	 	GE90-115BG04	 	906354	 	906381	 	 	 	 	 	Hong Kong
	148
	 	35300	 	Boeing B777-300ER	 	GE90-115BG02	 	906432	 	906433	 	 	 	 	 	Hong Kong
	149
	 	35301	 	Boeing B777-300ER	 	GE90-115BG04	 	906474	 	906475	 	 	 	 	 	Hong Kong
	150
	 	3428	 	Airbus A319-100	 	IAE V2524-A5	 	V12867	 	V12871	 	 	 	 	 	Jordan
	151
	 	3685	 	Airbus A319-100	 	IAE V2524-A5	 	V13066	 	V13068	 	 	 	 	 	Jordan
	152
	 	2793	 	Airbus A321-200	 	IAE V2533-A5	 	V12305	 	V12307	 	 	 	 	 	Jordan
	153
	 	3458	 	Airbus A321-200	 	IAE V2533-A5	 	V12892	 	V12894	 	 	 	 	 	Jordan
	154
	 	3522	 	Airbus A321-200	 	IAE V2533-A5	 	V12931	 	V12933	 	 	 	 	 	Jordan
	155
	 	2113	 	Airbus A319-100	 	CFM56-5B5/P	 	575724	 	575725	 	 	 	 	 	Malta
	156
	 	2122	 	Airbus A319-100	 	CFM56-5B5/P	 	575732	 	575740	 	 	 	 	 	Malta
	157
	 	2186	 	Airbus A319-100	 	CFM56-5B5/P	 	575765	 	575769	 	 	 	 	 	Malta
	158
	 	2332	 	Airbus A319-100	 	CFM56-5B5/P	 	577137	 	577138	 	 	 	 	 	Malta
	159
	 	2382	 	Airbus A319-100	 	CFM56-5B5/P	 	577172	 	577184	 	 	 	 	 	Malta
	160
	 	2142	 	Airbus A320-200	 	CFM56-5B4/P	 	575701	 	575703	 	 	 	 	 	Malta
	161
	 	2189	 	Airbus A320-200	 	CFM56-5B4/P	 	575790	 	575792	 	 	 	 	 	Malta
	162
	 	2291	 	Airbus A320-200	 	CFM56-5B4/P	 	577104	 	577114	 	 	 	 	 	Malta
	163
	 	2665	 	Airbus A320-200	 	CFM56-5B4/P	 	577469	 	577470	 	 	 	 	 	Malta
	164
	 	3056	 	Airbus A320-200	 	CFM56-5B4/P	 	697159	 	697160	 	 	 	 	 	Malta
	165
	 	2768	 	Airbus A320-200	 	CFM56-5B4/P	 	577580	 	577581	 	 	 	 	 	Malta
	166
	 	3068	 	Airbus A320-200	 	CFM56-5B4/P	 	697157	 	697158	 	 	 	 	 	Malta
	167
	 	2085	 	Airbus A320-200	 	IAE V2527-A5	 	V11524	 	V11531	 	 	 	 	 	New Zealand






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	168
	 	2173	 	Airbus A320-200	 	IAE V2527-A5	 	V11634	 	V11636	 	 	 	 	 	New Zealand
	169
	 	2594	 	Airbus A320-200	 	IAE V2527-A5	 	V12087	 	V12089	 	 	 	 	 	New Zealand
	170
	 	29401	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51485	 	51486	 	 	 	 	 	New Zealand
	171
	 	29403	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51504	 	51508	 	 	 	 	 	New Zealand
	172
	 	29404	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51477	 	51478	 	 	 	 	 	New Zealand
	173
	 	32712	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51489	 	51490	 	 	 	 	 	New Zealand
	174
	 	2761	 	Airbus A320-200	 	CFM56-5B4/P	 	577572	 	577573	 	 	 	 	 	Spain
	175
	 	2785	 	Airbus A320-200	 	CFM56-5B4/P	 	577594	 	577596	 	 	 	 	 	Spain
	176
	 	2794	 	Airbus A320-200	 	CFM56-5B4/P	 	577621	 	577625	 	 	 	 	 	Spain
	177
	 	2798	 	Airbus A320-200	 	CFM56-5B4/P	 	577623	 	577626	 	 	 	 	 	Spain
	178
	 	2962	 	Airbus A320-200	 	CFM56-5B4/P	 	577815	 	577818	 	 	 	 	 	Spain
	179
	 	2988	 	Airbus A320-200	 	CFM56-5B4/P	 	577851	 	577852	 	 	 	 	 	Spain
	180
	 	3083	 	Airbus A320-200	 	CFM56-5B4/P	 	697193	 	697198	 	 	 	 	 	Spain
	181
	 	3321	 	Airbus A320-200	 	CFM56-5B4/3	 	697532	 	697537	 	 	 	 	 	Spain
	182
	 	3529	 	Airbus A320-200	 	CFM56-5B4/3	 	697781	 	697782	 	 	 	 	 	Spain
	183
	 	814	 	Airbus A330-200	 	CF6-80E1-A4B	 	811407	 	811408	 	 	 	 	 	Spain
	184
	 	725	 	Airbus A330-300	 	CF6-80E1-A4	 	811349	 	811350	 	 	 	 	 	Taiwan
	185
	 	2389	 	Airbus A319-100	 	IAE V2522-A5	 	V11855	 	V11856	 	 	 	 	 	United Kingdom
	186
	 	2429	 	Airbus A319-100	 	IAE V2522-A5	 	V11877	 	V11887	 	 	 	 	 	United Kingdom
	187
	 	2694	 	Airbus A319-100	 	IAE V2522-A5	 	V12188	 	V12198	 	 	 	 	 	United Kingdom
	188
	 	2697	 	Airbus A319-100	 	IAE V2522-A5	 	V12206	 	V12208	 	 	 	 	 	United Kingdom
	189
	 	2720	 	Airbus A319-100	 	IAE V2522-A5	 	V12236	 	V12238	 	 	 	 	 	United Kingdom
	190
	 	706	 	Airbus A340-600	 	Rolls Royce TRENT 556-61	 	71342	 	71343	 	71344	 	71363	 	United Kingdom
	191
	 	723	 	Airbus A340-600	 	Rolls Royce TRENT 556-61	 	71362	 	71364	 	71365	 	71369	 	United Kingdom
	192
	 	30687	 	Boeing B737-700	 	CFM56-7B24	 	894609	 	894610	 	 	 	 	 	United Kingdom
	193
	 	30710	 	Boeing B737-700	 	CFM56-7B24	 	894464	 	894467	 	 	 	 	 	United Kingdom
	194
	 	30040	 	Boeing B737-800	 	CFM56-7B27	 	892344	 	892346	 	 	 	 	 	United Kingdom
	195
	 	32841	 	Boeing B737-800	 	CFM56-7B27	 	893370	 	893371	 	 	 	 	 	United Kingdom
	196
	 	625	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41296	 	41297	 	 	 	 	 	Yemen
	197
	 	632	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41303	 	41304	 	 	 	 	 	Yemen
	198
	 	30730	 	Boeing B737-800	 	CFM56-7B27/3	 	894901	 	895884	 	 	 	 	 	Yemen







 











 





SCHEDULE 3.19(d)

AMENDED AND RESTATED CREDIT AGREEMENT




LEASES




*





A320-200 aircraft bearing serial number 3066




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 3074




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3462




Aircraft Lease Agreement, dated as of January 29, 2007 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3527




Aircraft Lease Agreement, dated as of January 29, 2007 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 3033




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





B777-200ER 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.





 





			
	*	 	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.





 









 






B777-200ER 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.




B737-700 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.




B737-700 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.




B737-700 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.




B737-700 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.




B737-700 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.




B737-700 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.





 









 





*





A320-200 aircraft bearing serial number 3484




Aircraft Lease Agreement, dated as of July 18, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of July 18, 2007 between ILFC Aruba A.V.V., as
Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of July 18, 2007 between International Lease Finance
Corporation, as Lessee, and ILFC Aruba A.V.V., as Lessor.




A320-200 aircraft bearing serial number 3519




Aircraft Lease Agreement, dated as of July 18, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of July 18, 2007 between ILFC Aruba A.V.V., as
Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of July 18, 2007 between International Lease Finance
Corporation, as Lessee, and ILFC Aruba A.V.V., as Lessor.




A319-100 aircraft bearing serial number 3614




Aircraft Lease Agreement, dated as of July 25, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of July 18, 2007 between ILFC Aruba A.V.V., as
Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of July 18, 2007 between International Lease Finance
Corporation, as Lessee, and ILFC Aruba A.V.V., as Lessor.



*





B777-200ER 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.





 









 






B777-300ER aircraft bearing serial number 35782




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




B777-300ER aircraft bearing serial number 35783




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



*





A320-200 aircraft bearing serial number 1874




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




B777-300ER aircraft bearing serial number 35298




Aircraft Lease Agreement, dated as of March 31, 2006 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 35784




Aircraft Lease Agreement, dated as of November 15, 2007 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A330-200 aircraft bearing serial number 814




Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A321-200 aircraft bearing serial number 1850





 





			
	*	 	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.





 









 






Aircraft Lease Agreement, dated as of January 31, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 1962




Aircraft Lease Agreement, dated as of October 26, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



..




A319-100 aircraft bearing serial number 1912




Aircraft Lease Agreement, dated as of October 26, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 1926




Aircraft Lease Agreement, dated as of January 31, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A320-200 aircraft bearing serial number 2768




Aircraft Lease Agreement, dated as of August 12, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 3068




Aircraft Lease Agreement, dated as of September 19, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 3056




Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2665





 





			
	*	 	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.





 









 






Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2291




Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2189




Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2382




Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2332




Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2186




Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2122




Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2113





 





			
	*	 	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.





 









 






Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2142




Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A320-200 aircraft bearing serial number 2594




Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 32712




Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 29404




Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2085




Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 29401




Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2173





 





			
	*	 	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.






 











 






Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 29403




Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





B737-700 aircraft bearing serial number 30662




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




B737-700 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.



*





A321-200 aircraft bearing serial number 2793




Aircraft Lease Agreement, dated as of March 29, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3522




Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 3685




Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 3428





 




			
	*	 	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.





 









 






Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3458




Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A319-100 aircraft bearing serial number 3421




Aircraft Lease Agreement, dated as of July 27, 2007 (as amended and supplemented), between
ILFC UK Limited, as Lessor, and * as Lessee.




Aircraft Headlease Agreement, dated as of July 27, 2007 between ILFC UK Limited, as Lessee,
and International Lease Finance Corporation, as Lessor.




A319-100 aircraft bearing serial number 3424




Aircraft Lease Agreement, dated as of July 27, 2007 (as amended and supplemented), between
ILFC UK Limited, as Lessor, and * as Lessee.




Aircraft Headlease Agreement, dated as of July 27, 2007 between ILFC UK Limited, as Lessee,
and International Lease Finance Corporation, as Lessor.




A319-100 aircraft bearing serial number 3454




Aircraft Lease Agreement, dated as of July 27, 2007 (as amended and supplemented), between
ILFC UK Limited, as Lessor, and * as Lessee.




Aircraft Headlease Agreement, dated as of July 27, 2007 between ILFC UK Limited, as Lessee,
and International Lease Finance Corporation, as Lessor.




A319-100 aircraft bearing serial number 3694




Aircraft Lease Agreement, dated as of July 27, 2007 (as amended and supplemented), between
ILFC UK Limited, as Lessor, and * as Lessee.




Aircraft Headlease Agreement, dated as of July 27, 2007 between ILFC UK 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.




 









 










*





A319-100 aircraft bearing serial number 2389




Aircraft Lease Agreement, dated as of October 17, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2429




Aircraft Lease Agreement, dated as of December 12, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2694




Aircraft Lease Agreement, dated as of September 30, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2697




Aircraft Lease Agreement, dated as of September 30, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2720




Aircraft Lease Agreement, dated as of September 30, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A330-300 aircraft bearing serial number 679




Aircraft Lease Agreement, dated as of March 15, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 35301





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 35300




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 34432




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 35299




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A330-300 aircraft bearing serial number 725




Aircraft Lease Agreement, dated as of December 16, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A319-100 aircraft bearing serial number 1866




Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 1872




Aircraft Lease Agreement, dated as of April 19, 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.




 









 











A319-100 aircraft bearing serial number 1882




Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 1925




Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





B777-200ER 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.




B777-200ER 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.



*





A330-200 aircraft bearing serial number 505




Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-200 aircraft bearing serial number 526




Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





B777-300 aircraft bearing serial number 28687





 




			
	*	 	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.




 









 











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




B777-300 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.




B777-300 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.




B777-300 aircraft bearing serial number 32699




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




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.




B777-300 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.



*





B737-800 aircraft bearing serial number 30654




Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 30671





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 32796




Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 33699




Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A330-200 aircraft bearing serial number 822




Aircraft Lease Agreement, dated as of November 02, 2005 (as amended and supplemented),
between ILFC Ireland Limited, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of November 02, 2005 between ILFC Ireland Limited,
as Lessee, and International Lease Finance Corporation, as Lessor.



*





A319-100 aircraft bearing serial number 2124




Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 2208




Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2065





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 1978




Aircraft Lease Agreement, dated as of September 28, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 1913




Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





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.




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.




A319-100 aircraft bearing serial number 2236




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



*





B737-700 aircraft bearing serial number 30687




Aircraft Lease Agreement, dated as of October 12, 2005 (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.




 









 











B737-800 aircraft bearing serial number 30040




Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 32841




Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-700 aircraft bearing serial number 30710




Aircraft Lease Agreement, dated as of January 13, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A319-100 aircraft bearing serial number 1901




Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-200 aircraft bearing serial number 529




Aircraft Lease Agreement, dated as of July 30, 2008 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 1884




Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





B737-800 aircraft bearing serial number 35274





 




			
	*	 	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.




 









 











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




B737-800 aircraft bearing serial number 35276




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




B737-800 aircraft bearing serial number 35285




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




A330-300 aircraft bearing serial number 716




Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-300 aircraft bearing serial number 741




Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-300 aircraft bearing serial number 692




Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-300 aircraft bearing serial number 581




Aircraft Lease Agreement, dated as of March 10, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-300 aircraft bearing serial number 786





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





B737-700 aircraft bearing serial number 30037




Aircraft Lease Agreement, dated as of December 25, 2007 (as amended and supplemented),
between ILFC Ireland Limited, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of February 15, 2007 between ILFC Ireland Limited,
as Lessee, and International Lease Finance Corporation, as Lessor.




B737-700 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.



*





A320-200 aircraft bearing serial number 1452




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




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.




A320-200 aircraft bearing serial number 1398




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



*





A330-200 aircraft bearing serial number 811





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 35295




Aircraft Lease Agreement, dated as of December 20, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 32721




Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 29399




Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-200ER aircraft bearing serial number 32720




Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A330-200 aircraft bearing serial number 739




Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between
ILFC Ireland Limited, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of May 04, 2005 between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.




A330-200 aircraft bearing serial number 911




Aircraft Lease Agreement, dated as of September 28, 2006 (as amended and supplemented),
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.




 









 











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



*





B737-800 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.




B737-800 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.



*





B737-800 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.




B737-800 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.




B737-800 aircraft bearing serial number 30332




Aircraft Lease Agreement, dated as of April 15, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 28237




Aircraft Lease Agreement, dated as of February 05, 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.




 









 










*





A320-200 aircraft bearing serial number 3425




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




Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as
Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.




A320-200 aircraft bearing serial number 3475




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




Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as
Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.




A320-200 aircraft bearing serial number 3361




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




Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as
Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.




A320-200 aircraft bearing serial number 3396




Aircraft Lease Agreement, dated as of September 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.




 









 











Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as
Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.



*





B737-700 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.




B737-800 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.




B737-800 aircraft bearing serial number 30721




Aircraft Lease Agreement, dated as of June 29, 2006 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 35272




Aircraft Lease Agreement, dated as of June 29, 2006 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 35284




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




B737-800 aircraft bearing serial number 35287




Aircraft Lease Agreement, dated as of July 31, 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.




 









 










*





B737-800 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.




B737-800 aircraft bearing serial number 30643




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



*





A320-200 aircraft bearing serial number 3446




Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd.,
as Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.




A320-200 aircraft bearing serial number 3494




Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd.,
as Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.




A320-200 aircraft bearing serial number 3473





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd.,
as Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.




A320-200 aircraft bearing serial number 3490




Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd.,
as Lessee, and International Lease Finance Corporation, as Lessor.




Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease
Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.



*





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.




B747-400 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.




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.




A320-200 aircraft bearing serial number 1949





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B747-400 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.




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.




A321-200 aircraft bearing serial number 3399




Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3372




Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2279




Aircraft Lease Agreement, dated as of October 07, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3419




Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3401





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 35297




Aircraft Lease Agreement, dated as of September 13, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3441




Aircraft Lease Agreement, dated as of June 01, 2006 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3098




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 3065




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A321-200 aircraft bearing serial number 3051




Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2721




Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2705





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B747-400 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.




B777-300ER 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.




B777-300ER 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.




B747-400ERF 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.




B777-300ER aircraft bearing serial number 32850




Aircraft Lease Agreement, dated as of March 07, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER 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.




B747-400 aircraft bearing serial number 32871





 




			
	*	 	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.




 









 











Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-200 aircraft bearing serial number 584




Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 32725




Aircraft Lease Agreement, dated as of July 01, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2213




Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A319-100 aircraft bearing serial number 2228




Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




B777-300ER aircraft bearing serial number 32723




Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





B737-700 aircraft bearing serial number 30677




Aircraft Lease Agreement, dated as of October 21, 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.




 









 










*





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.




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.




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.




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.



*





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.




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.





 




			
	*	 	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.




 









 










*





B737-800 aircraft bearing serial number 30658




Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 30665




Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




B737-800 aircraft bearing serial number 32798




Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





A320-200 aircraft bearing serial number 2798




Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 3529




Aircraft Lease Agreement, dated as of March 30, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 3321




Aircraft Lease Agreement, dated as of February 17, 2006 (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.




 









 











A320-200 aircraft bearing serial number 3083




Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2962




Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2794




Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2785




Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2761




Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.




A320-200 aircraft bearing serial number 2988




Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *, as Lessee.



*





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.




 









 











B737-800 aircraft bearing serial number 35279




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



*





B737-800 aircraft bearing serial number 30730




Aircraft Lease Agreement, dated as of December 11, 2006 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-200 aircraft bearing serial number 625




Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *, as Lessee.




A330-200 aircraft bearing serial number 632




Aircraft Lease Agreement, dated as of August 03, 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.






 












 





SCHEDULE 5.04

AMENDED AND RESTATED CREDIT AGREEMENT




EXISTING BURDENSOME AGREEMENTS



None.




 









 





EXHIBIT A




DEPOSITORY ACCOUNT AND ACCOUNT CONTROL AGREEMENT




     This
Depository Account and Account Control Agreement is entered into this ___ day of
[                    ], 20[___] (this “Agreement”), by and among [                    ] (“Customer”), JPMorgan Chase Bank,
NA (“Bank”), and Wells Fargo Bank Northwest, National Association, as Security Trustee, as Secured
Party under the Aircraft Mortgage and Security Agreement referred to below (“Secured Party”).



WHEREAS, from time to time, pursuant to that certain Credit Agreement dated as of October 13, 2009
(the “Credit Agreement”) among the Customer, the Secured Party and the other entities party
thereto, and certain aircraft leasing transactions therein, Customer receives and holds certain
funds; and



WHEREAS, Customer is desirous of appointing the Bank as its depository agent to hold these funds in
the Account (as identified below) (such Account being a Blocked Account as defined in the Credit
Agreement), subject only to the terms and conditions set forth herein.



WHEREAS, pursuant to that certain Aircraft Mortgage and Security Agreement dated as of October 13,
2009 (the “Mortgage”) among the Customer, the Secured Party and the other Grantors party thereto,
the Customer has granted to the Secured Party, a first, second, third and fourth priority security
interest in, liens upon and pledges of the Account (as defined below) and the Account Collateral
(as defined below), including, without limitation, all free credit balances, cash and cash balances
contained or on deposit in the Account and all proceeds thereof, whether now existing or hereafter
arising.



WHEREAS, the Bank acknowledges notice of and recognizes the Secured Party’s security interests in
the Account and the Account Collateral. This Agreement is intended to establish Secured Party’s
control of the Account and the Account Collateral and to thereby perfect Secured Party’s security
interests in the Account and the Account Collateral.



NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:




     1. Appointment. The Customer hereby appoints the Bank as the depository agent for the
purposes set forth herein, and the Bank hereby accepts such appointment under the terms and
conditions set forth herein.



     2. Account Identification. (a) This Agreement applies to the deposit account identified
below that has been established at the Bank on behalf of and in the name of the Customer (the
“Account”).




	 	 	 
	Customer	 	Account Number
	 
	 	 





 








 




Following execution and delivery of this Agreement, the Customer will cause various lessees to
deposit with the Bank lease payments either monthly or quarterly (the “Deposits”). The Bank shall
hold the Deposits, in the Account and, subject to the terms and conditions hereof, shall invest and
reinvest the Deposits as directed in Section 3. The parties hereto agree that the Account is a
“deposit account” within the meaning of Article 9 of the Uniform Commercial Code of the State of
New York (“UCC”).




     (b) Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”)
requires the Depository Agent to implement reasonable procedures to verify the identity of any
person that opens a new account with it. Accordingly, the Customer acknowledges that Section 326
of the USA PATRIOT Act and the Bank’s identity verification procedures require the Bank to obtain
information which may be used to confirm the Customer’s identity including without limitation name,
address and organizational documents (“identifying information”). The Customer agrees to provide
the Bank with and consent to the Bank obtaining from third parties any such identifying information
required as a condition of opening an account with or using any service provided by the Bank.



     (c) Taxpayer Identification Numbers (“TIN”). The Customer has provided the Bank with its
fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required
documentation. The Customer represents that its correct TIN assigned by the IRS, or any other
taxing authority, is set forth in the delivered forms, as well as in the Substitute IRS Form W-9
set forth on the signature page of this Agreement.



     (d) Tax Reporting. All interest or other income earned under the Agreement shall be allocated
to Customer and reported, as and to the extent required by law, by the Bank to the IRS, or any
other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from
the Deposits by Customer whether or not said income has been distributed during such year or to
Customer. Any other tax returns required to be filed will be prepared and filed by Customer with
the IRS and any other taxing authority as required by law. The Customer acknowledges and agrees
that Bank shall have no responsibility for the preparation and/or filing of any income, franchise
or any other tax return with respect to the Account or any income earned by the Deposits. The
Customer further acknowledges and agrees that any taxes payable from the income earned on the
investment of any sums held in the Account shall be paid by Customer. In the absence of written
direction from the Customer or the Secured Party, as applicable, all proceeds of the Deposits shall
be retained in the Account and reinvested from time to time by the Bank as provided in this
Agreement. Bank shall withhold any taxes it deems appropriate, including but not limited to
required withholding in the absence of proper tax documentation, and shall remit such taxes to the
appropriate authorities.


3. Investment of Deposits and Distribution of Deposits. (a) During the term of this Agreement,
Deposits in the Account shall be invested in the name of the Secured Party for the account of the
Account as Account Collateral subject to the Secured Party’s security interest hereunder in a
JPMorgan Chase Bank, N.A. Cash Compensation Account, or a successor or similar investment offered
by the Bank, unless otherwise instructed in writing by the Customer or the Secured Party, as
applicable, and as shall be acceptable to the Bank. The Bank will provide compensation on balances
in the Account at a rate determined by the Bank from time to time. Written investment
instructions, if any, shall specify the type and identity of the


 









 






investments to be purchased and/or sold. The Bank is hereby authorized to execute purchases and
sales of investments through the facilities of its own trading or capital markets operations or
those of any affiliated entity. The Bank or any of its affiliates may receive compensation with
respect to any investment directed hereunder including without limitation charging an agency fee in
connection with each transaction. The Customer and the Secured Party recognize and agree that Bank
will not provide supervision, recommendations or advice relating to either the investment of moneys
held in the Account or the purchase, sale, retention or other disposition of any investment
described herein. The Bank shall not have any liability for any loss sustained as a result of any
investment in an investment made pursuant to the terms of this Agreement or as a result of any
liquidation of any investment prior to its maturity or for the failure of the Customer or the
Secured Party, as applicable, to give Bank instructions to invest or reinvest the Deposits. The
Bank shall have the right to liquidate any investments held in order to provide funds necessary to
make required payments under this Agreement.




     (b) Receipt, investment and reinvestment of the Deposits shall be confirmed by Bank as soon
as practicable by account statement, and any discrepancies in any such account statement shall be
noted by Customer to Bank within thirty (30) calendar days after receipt thereof. Failure to
inform Bank in writing of any discrepancies in any such account statement within said thirty (30)
day period shall conclusively be deemed confirmation of such account statement in its entirety.



     4. Security Interest; Agency.



          (a) Pursuant to the Mortgage, and as security for the Secured Obligations as defined therein
and as and to the extent provided therein, the Customer has granted, and does hereby grant, to the
Secured Party a continuing lien upon, and security interest in, the Account and all funds, cash,
investments (as described in Section 3 above), and other things of value at any time paid,
deposited, credited or held in, payable or withdrawable from or in transit to the Account (whether
for collection, provisionally or otherwise) and all proceeds of all of the foregoing (collectively,
the “Account Collateral”).




          (b) The Bank agrees to comply with instructions originated by the Secured Party directing
disposition of the funds in the Account or the Account Collateral associated with the Account, in
all cases without further consent by the Customer. The Secured Party hereby instructs the Bank to
comply with, and the Bank hereby agrees that the Bank shall comply with, the directions, including
for withdrawals and other transfers, concerning the Account and/or the Account Collateral
associated with the Account given to the Bank by the Customer or its authorized representatives,
until such time as the Secured Party delivers a written notice to the Bank (with a copy to the
Customer unless the delivery of such copy is prohibited by applicable law) in the form annexed
hereto as Exhibit A, that the Secured Party is thereby exercising exclusive control over the
Account (such notice may be referred to herein as the “Notice of Exclusive Control”). After the
Bank receives the Notice of Exclusive Control, it will promptly cease complying with directions
concerning the Account or the Account Collateral associated with the Account originated by the
Customer or its representatives.




          (c) The Customer hereby represents, warrants and agrees that the provisions of this Section 4
provide “control” (within the meaning of Section 9-104 of the UCC) of the Account and the Account
Collateral to the Secured Party and that the Secured Party has a duly



 









 






perfected security interest in the Account and Account Collateral under the UCC subject to no
Adverse Claims.




          (d) The Parties hereto acknowledge and agree that notwithstanding the Bank’s obligations and
duties under the terms of this Agreement, and Bank’s acknowledgement of the existing security
interest as set forth in this Section 4(a), the Bank has undertaken no duty to ensure that the
security interest granted herein is perfected under Article 9 of the UCC.




     5. Irrevocable Agreement. The Customer hereby agrees and acknowledges that the agreements
made by it and the authorizations granted by it herein are irrevocable and that the authorizations
granted herein are powers coupled with an interest.



     6. Actions by Secured Party. At any time that the Secured Party is required or permitted to
take any action in connection with this Agreement, or to provide any consent, such action or
consent shall be in writing and shall be executed by any one of the authorized persons as set forth
in Schedule 1.



     7. Compensation and Reimbursement. The Customer agrees to (a) pay the Bank upon execution of
this Agreement and from time to time thereafter reasonable compensation for the services to be
rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 2
attached hereto, and (b) pay or reimburse the Bank upon request for all expenses, disbursements and
advances, including, without limitation reasonable attorney’s fees and expenses, incurred or made
by it in connection with the preparation, negotiation, execution, performance, delivery,
modification and termination of this Agreement. The obligations contained in this Section 7 and
Section 8 below shall survive the termination of this Agreement and the resignation, replacement or
removal of the Bank.



     8. Waiver by Bank of Rights of Set-off. The Bank hereby waives all existing rights of
recoupment or set-off and banker’s liens against the Account and the Account Collateral, except
those rights of set-off and banker’s liens arising in connection with (a) items deposited in the
Account that are subsequently returned to the Bank unpaid and (b) any compensation and expenses
owing and payable to Bank with respect to the Account which are assessed in accordance with the
Bank’s standard account documentation. Notwithstanding the preceding sentence, in the event any
fees and expenses (“Fees”) relating to the Account or the Account Collateral go unpaid or any
checks or other items which were deposited or credited to the Account are returned, reversed,
refunded or charged back for insufficient funds or for any other reason (each a “Returned Item”),
the Bank may collect the amount of each Returned Item by debiting the Account. The Customer shall
pay the amount of each Returned Item immediately upon demand to the extent there are not sufficient
funds in its Account to cover such amount on the day of the debit.



     9. Account Information. The Bank shall provide the Secured Party, at the address indicated in
Section 15 below, with such information with respect to the Account and Account Collateral as the
Secured Party may from time to time reasonably request, including, without limitation, and if
requested by the Secured Party, duplicate copies of all bank statements which are sent after such
notice to the Customer, but the Bank shall have no liability to the Secured Party for failure to
send such information. The Customer hereby consents to such information being provided to the
Secured Party.



 









 





     10. Exculpation. The Bank undertakes to perform only such duties as are expressly set forth
herein. Notwithstanding any other provisions of this Agreement, the parties hereto agree that the
Bank shall not be liable for any action taken by it or any of its directors, officers, agents or
employees in accordance with this Agreement, except for the Bank’s or such person’s own gross
negligence or willful misconduct. In no event shall the Bank be liable for indirect, special,
punitive or consequential damages of any kind whatsoever (including lost profits and lost business
opportunity) even if it is advised of the possibility of such damages and regardless of the form of
action in which any such damages may be claimed. Without limiting the foregoing, and
notwithstanding any provision to the contrary elsewhere, the Bank and its officers, employees and
agents:




	 	a.	 	may in any instance where the Bank determines that it lacks or is uncertain as to
its authority to take or refrain from taking certain action, or as to the requirements
of this Agreement under any circumstance before it, delay or refrain from taking action
unless and until it has received instructions from the Secured Party or advice from
legal counsel (or other appropriate advisor), as the case may be;
	 
	 	b.	 	may consult with legal counsel selected by it (or other experts for the Secured
Party or the Customer), and shall not be liable for any action taken or not taken by it
or them in good faith in accordance with the advice of such experts;
	 
	 	c.	 	will not be responsible to the Secured Party for any statement, warranty or
representation made by any party other than the Bank in connection with this Agreement;
	 
	 	d.	 	will have no duty to ascertain or inquire as to the performance or observance by
the Customer of any of the terms, conditions or covenants of any security agreement with
the Secured Party;
	 
	 	e.	 	will not be responsible to the Secured Party or the Customer for the due
execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency
of this Agreement, (provided, however, that the Bank warrants below that the Bank has
legal capacity to enter into this Agreement);
	 
	 	f.	 	will not incur any liability by acting or not acting in reliance upon any notice,
consent, certificate, statement or other instrument or writing reasonably believed by it
or them in good faith to be genuine and signed or sent by the proper party or parties;
	 
	 	g.	 	will not incur liability for any notice, consent, certificate, statement, wire
instruction, telecopy, or other writing which is delayed, canceled or changed without
the actual knowledge of the Bank, or its officers, employees or agents;
	 
	 	h.	 	shall not be deemed to have or be charged with notice or knowledge of any fact or
matter unless a written notice thereof has been received by the Bank at the address and
to the person designated in (or as subsequently designated pursuant to) this Agreement;




 









 






	 	i.	 	shall not be obligated or required by any provision of this Agreement to expend
or risk the Bank’s own funds, or to take any action (including but not limited to the
institution or defense of legal proceedings) which in its or their judgment may cause it
or them to incur or suffer any expense or liability; provided, however, if the Bank
elects to take any such action it shall be entitled to security or indemnity for the
payment of the costs, expenses (including but not limited to attorneys’ fees) and
liabilities which may be incurred therein or thereby, satisfactory to the Bank.





     11. Indemnity. (a) The Customer agrees to indemnify the Bank and its officers, directors,
employees, attorneys, agents, successors and assigns (collectively, the “Indemnitees”) and hold
each Indemnitee harmless against any other loss, damage, claim, liability, penalty, judgments,
settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including,
without limitation, the fees and expenses of in house or outside counsel and experts and their
staffs and all expense of document location, duplication and shipment) (collectively “Losses”)
which such Indemnitee may suffer as a direct result of the Bank’s execution and performance of this
Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in
connection with this Agreement, honoring any instructions or direction it receives from the Secured
Party with respect to the Account during the term of this Agreement or, to the extent required by
this Agreement, not honoring any instructions it receives from the Customer with respect to the
Account during the term of this Agreement, other than any loss, damage or expense incurred as a
result of the gross negligence or willful misconduct of any Indemnitee.



     (b) The Secured Party agrees to indemnify the Bank and its officers, directors, employees,
attorneys, agents, successors and assigns (collectively, the “Indemnitees”) and hold each
Indemnitee harmless against any other loss, damage, claim, liability, penalty, judgments,
settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including,
without limitation, the fees and expenses of in house or outside counsel and experts and their
staffs and all expense of document location, duplication and shipment) (collectively “Losses”)
which such Indemnitee may suffer as a direct result of the Bank’s execution and performance related
to honoring any instruction or direction it receives from the Secured Party with respect to the
Account during the term of this Agreement, other than any loss, damage or expense incurred as a
result of the gross negligence or willful misconduct of any Indemnitee.



     12. No Other Assignments. Bank represents and warrants to Secured Party that no other notices
of assignment of, lien upon or security interest in the Account or the Account Collateral are
reflected in Bank’s records concerning the Account. The Customer hereby instructs the Bank and the
Bank hereby agrees to record in the Bank’s records concerning the Account a notice of the
assignment of the Account conferred by this Agreement in a form that comports with the Bank’s
customary account practices. Bank agrees with and covenants to Secured Party that it shall not
enter into any other agreement (other than the Bank’s customary deposit agreements with the
Customer with respect to the Account) with any person which would obligate Bank to follow such
person’s instructions with respect to the Account or the Account Collateral, or which would
otherwise confer control of the Account or the Account Collateral upon such person.



 









 





     13. Termination. This Agreement shall remain in full force and effect until such time as the
Secured Party shall deliver written notice to the Bank of termination. All rights of the Bank
under Sections 7, 8, 9, 10 and 11 for the period prior to any such termination shall survive such
termination.



     14. Bank’s Right to Resign. The Bank reserves the right to close the Account and terminate
the Bank’s obligations hereunder upon at least thirty (30) days prior written notice to the
Customer and Secured Party. Upon the effectiveness of such resignation, the Bank shall pay over
all funds in the Account and all other Account Collateral in the Account to the Secured Party or in
accordance with the Secured Party’s written instructions whereupon, in either case, (i) this
Agreement shall terminate, and (ii) no party hereto shall have any further liability hereunder.



     15. Notices. All notices, requests or other communications given to the Customer, the Secured
Party or the Bank hereunder shall be given in writing (including facsimile transmission), at the
address specified below:




	 	 	 
	Secured Party:
	 	Wells Fargo Bank Northwest, N.A.
	 
	 	MAC U1228-120
	 
	 	299 South Main Street, 12th Floor
	 
	 	Salt Lake City, Utah 84111
	 
	 	Attn: Eric Morgan
	 
	 	Tel: 801-246-555
	 
	 	Fax: 801-246-5053
	 
	 	 
	 
	 	with a copy to:
	 
	 	Attn: Corporate Lease Group
	 
	 	Ph: (801) 246-5630
	 
	 	Fax: (801) 246-54 53
	 
	 	 
	Bank:
	 	JPMorganChase Bank, N.A.
	 
	 	Clearance and Agency Services
	 
	 	4 New York Plaza, 21st Floor
	 
	 	New York, NY 10004
	 
	 	Attn: Sandra Frierson/Gregory Shea
	 
	 	Facsimile No.: 212-623-6168
	 
	 	Telephone No.: 212-623-5115/6872
	 
	 	 
	Customer:
	 	[                                        ]







Any party may change its address for notices hereunder by written notice to each other party
hereunder. Each notice, request or other communication shall be effective (a) if given by
facsimile, when such facsimile is transmitted and electronic confirmation is received, or (b)



 








 





on the next Business Day (as hereinafter defined) if sent by overnight courier; or (c) if given
to any other acceptable means, when delivered at the address specified in this Section. In the
event that the Bank, in its sole discretion, shall determine that an emergency exists, the Bank
may use such other means of communication as the Bank deems appropriate. “Business day” shall
mean any day other than a Saturday, Sunday or any other day on which the Bank is authorized or
required by law or executive order to remain closed.



     16. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES, AND THE BANK’S JURISDICTION FOR PURPOSES OF
SECTION 9-304 OF THE UNIFORM COMMERCIAL CODE SHALL BE NEW YORK. EACH PARTY IRREVOCABLY WAIVES ANY
OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS AND IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS BY MAIL OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW AND
CONSENTS TO THE JURISDICTION OF THE COURTS LOCATED IN THE STATE OF NEW YORK. THE PARTIES FURTHER
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT OR JUDICIAL PROCEEDING
ARISING OR RELATING TO THIS AGREEMENT.



     17. Miscellaneous Provisions. This Agreement shall supersede any other agreement (to the
extent conflicting herewith) relating to the matters referred to herein, and shall supersede any
conflicting provision of the Bank’s customary account documentation or any other account agreement
(collectively, the “Deposit Agreements”) between the Customer and the Bank (which Deposit
Agreements shall remain in full force and effect). All items deposited into the Account shall be
processed in accordance with the Deposit Agreements to the extent not conflicting with the terms of
this Agreement. If any provision of this Agreement is determined to be prohibited or unenforceable
by reason of any applicable law of a jurisdiction, then such provision shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such
jurisdiction shall not invalidate or render unenforceable such provisions in any other
jurisdiction. Where, however, the conflicting provisions of any such applicable law may be waived,
they are hereby irrevocably waived by the parties hereto to the fullest extent permitted by law, to
the end that this Agreement shall be enforced as written. This Agreement is binding upon the
parties hereto and their respective successors and assigns and shall inure to their benefit. This
Agreement may not be changed, amended, modified or waived orally, except by a writing signed by the
parties hereto. Any provision of this Agreement that may prove unenforceable under any law or
regulation shall not affect the validity of any other provision hereof. This Agreement may be
executed in any number of counterparts which together shall constitute one and the same instrument.



     18. Force Majure. No party to this Agreement is liable to any other party for losses due to,
or if it is unable to perform its obligations under the terms of this Agreement because of, acts of
God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure,
or other causes reasonably beyond its control.



     19. Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and nothing in this Agreement, whether express or implied,



 








 







shall be construed to give to any person or entity other than the Bank, the Customer or the
Secured Party any legal or equitable right, remedy, interest or claim under or in respect of this
Agreement or any funds deposited hereunder.



     20. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the respective heirs, executors, administrators, legal representatives, successors and assigns of
the parties hereto, and shall remain in full force and effect (and the Bank shall be entitled to
rely thereon) until terminated by mutual agreement of all of the parties hereto.



     21. Security Procedures. Prior to receipt of a Notice of Exclusive Control, in the event funds
transfer instructions are given, whether in writing, by telecopier or otherwise, the Bank is
authorized to seek confirmation of such instructions by telephone call-back to the Customer
representative (s) designated on Schedule 1 hereto (“Schedule 1”) and upon and following receipt of
a Notice of Exclusive Control, the Bank is authorized to seek confirmation of such instructions by
telephone call-back to the Secured Party’s representative depicted on Schedule 1, and the Bank may
rely upon the confirmation of anyone purporting to be the person or persons so designated. The
persons and telephone numbers for call-backs may be changed only in a writing actually received and
acknowledged by the Bank. If the Bank is unable to contact any of the authorized representatives
identified in Schedule 1, the Bank is hereby authorized to seek confirmation of such instructions
by telephone call-back to any one or more of the Customer’s, if applicable, or Secured Party’s
executive officers, (“Executive Officers”), which shall include the titles of
                                        , as the Bank may select. Such “Executive Officer” shall deliver to the Bank
a fully executed Incumbency Certificate, and the Bank may rely upon the confirmation of anyone
purporting to be any such officer. The Bank and the beneficiary’s bank in any funds transfer may
rely solely upon any account numbers or similar identifying numbers provided by the Secured Party
to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The
Bank may apply any of the Account Collateral for any payment order it executes using any such
identifying number, even when its use may result in a person other than the beneficiary being paid,
or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank
designated. The parties to this Agreement acknowledge that these security procedures are
commercially reasonable.



Balance of Page Intentionally Left Blank

- Signature Page Follows -






 









 




     IN WITNESS WHEREOF, the undersigned have executed this Agreement by their respective duly
authorized officers as of the date first forth above.



	 	 	 	 	 	 	 
	 	 	[                                                            ], as a Customer	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Its:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST,	 	 
	 	 	NATIONAL ASSOCIATION, as Security Trustee, as Secured Party	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Its:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, NA	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

	 	 
	 
	 	Its:	 	 	 	 
	 
	 	 	 	 

	 	 






 








 





SCHEDULE 1




Telephone Number(s) and authorized signature(s) for 




Person(s) Designated to give Funds Transfer Instructions




If to Customer:




	 	 	 	 	 	 	 	 	 
	Name	 	Telephone Number	 	 	Signature	 
	1.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 





If to Secured Party:




	 	 	 	 	 	 	 	 	 
	Name	 	Telephone Number	 	 	Signature	 
	1.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 





Telephone Number(s) for Call-Backs and




Person(s) Designated to Confirm Funds Transfer Instructions




If to Customer:




	 	 	 	 	 
	Name	 	Telephone Number
	1.
	 	 	 	 






If to Secured Party:




	 	 	 	 	 
	Name	 	Telephone Number
	1.
	 	 	 	 





All funds transfer instructions must include the signature of the person(s) authorizing said funds
transfer and must not be the same person confirming said transfer.




 









 








SCHEDULE 2




Bank’s Compensation




Schedule of Fees for Bank Services



Based upon our current understanding of your proposed transaction, our fees are as follows:




			
	 	 	 
	Account Acceptance Fee
	 	Waived





Encompassing review, negotiation and execution of governing documentation, opening of the account,
and completion of all due diligence documentation. Payable upon closing.




			
	 	 	 
	Annual Administration Fee
	 	$7,500.00





The Administration Fee covers our usual and customary ministerial duties, including record keeping,
distributions, document compliance and such other duties and responsibilities expressly set forth
in the governing documents for each transaction. Payable upon closing and annually in advance
thereafter, without pro-ration for partial years.




Extraordinary Services and Out-of Pocket Expenses



Any additional services beyond our standard services as specified above, and all reasonable
out-of-pocket expenses including attorney’s or accountant’s fees and expenses will be considered
extraordinary services for which related costs, transaction charges, and additional fees will be
billed at the Bank’s then standard rate. Disbursements, receipts, investments or tax reporting
exceeding 25 items per year may be treated as extraordinary services thereby incurring additional
charges.




Disclosure & Assumptions





	•	 	Please note that the fees are based on a review of the transaction documents provided and
an internal due diligence review. JPMorgan reserves the right to revise, modify, change and
supplement the fees quoted herein if the assumptions underlying the activity in the account,
level of balances, market volatility or conditions or other factors change from those used to
set our fees.
	 
	•	 	The Deposits in the Account shall be continuously invested in a JPMorgan Chase Bank money
market deposit account (“MMDA”) or a JPMorgan Chase Bank Cash Compensation account. MMDA and
Cash Compensation Accounts have rates of compensation that may vary from time to time based
upon market conditions.
	 
	•	 	The Parties acknowledge and agree that they are permitted by U.S. law to make up to six (6)
pre-authorized withdrawals or telephonic transfers from an MMDA per calendar month or
statement cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of
exchange, notes and other financial instruments (“Items”), then no more than three (3) of
these six (6) transfers may be made by an Item. The Escrow Agent is required by U.S. law to
reserve the right to require at least seven (7) days notice prior to a withdrawal from a money
market deposit account.
	 
	•	 	Payment of the invoice is due upon receipt.




 









 











EXHIBIT A




[to be placed on Secured Party’s Letterhead]




NOTICE OF EXCLUSIVE CONTROL




                                        20__




JPMorgan Chase Bank, N.A.

[Address]                                        

                                                            

                                                            

Attention:                                        




     Re: Depository Account and Account Control Agreement dated as of                                          (the
“Agreement”) among                                         , as Secured Party,
                                                            , as Customer, and JPMorgan Chase Bank, N.A., as Bank, relating
to Account No.___



Ladies and Gentlemen:




     This constitutes the Notice of Exclusive Control referred to in the above referenced
Agreement.



	 	 	 	 	 
	 	[Secured Party’s Name]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	   Title:  
	 




 








 





EXHIBIT B







 






AIRCRAFT LEASE AGREEMENT




Dated as of      ,




BETWEEN




as LESSEE




and




INTERNATIONAL LEASE FINANCE CORPORATION




as LESSOR





 






	 	 	 
	Aircraft Make and Model:

	 	Used
	 
	Aircraft Manufacturer’s Serial Number:
	 	 
	 
	Make and Model of Engines:
	 	 
	 
	Serial Numbers of Engines:

	 	Per Estoppel and Acceptance Certificate






USED AIRCRAFT NO.





 









 








TABLE OF CONTENTS





	 	 	 	 	 	 	 
	ARTICLE 1

	 	SUMMARY OF TRANSACTION
	 	 	2	 
	1.1

	 	Description of Aircraft
	 	 	2	 
	1.2

	 	Scheduled Delivery Date and Location
	 	 	2	 
	1.3

	 	Initial Lease Term
	 	 	2	 
	1.4

	 	Lease Extension Option
	 	 	2	 
	1.5

	 	Security Deposit
	 	 	2	 
	1.6

	 	Transaction Fee
	 	 	3	 
	1.7

	 	Rent During Initial Lease Term
	 	 	3	 
	1.8

	 	Rent During Extension Lease Term
	 	 	3	 
	1.9

	 	Reserves
	 	 	3	 
	1.10

	 	Additional Rent for Excess Airframe and Engine Cycles
	 	 	3	 
	1.11

	 	Country of Aircraft Registration
	 	 	4	 
	1.12

	 	Agreed Value of Aircraft
	 	 	4	 
	1.13

	 	LESSOR’s Bank Account
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE 2

	 	DEFINITIONS
	 	 	5	 
	2.1

	 	General Definitions
	 	 	5	 
	2.2

	 	Specific Definitions
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 3

	 	PLACE AND DATE OF DELIVERY
	 	 	12	 
	3.1

	 	Place of Delivery
	 	 	12	 
	3.2

	 	Scheduled Delivery Date
	 	 	12	 
	3.3

	 	Delivery subject to Prior Lessee Delivery
	 	 	12	 
	3.4

	 	No LESSOR Liability
	 	 	12	 
	3.5

	 	Total Loss of Aircraft prior to Delivery
	 	 	12	 
	3.6

	 	Cancellation for Delay
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE 4

	 	LEASE TERM AND EXTENSION OPTION
	 	 	13	 
	4.1

	 	Initial Lease Term
	 	 	13	 
	4.2

	 	Lease Extension Option
	 	 	13	 
	4.3

	 	“Lease Term” and “Expiration Date”
	 	 	13	 
	4.4

	 	Lease Term
	 	 	13	 
	4.5

	 	“Expiration Date”
	 	 	13	 
	4.6

	 	“Termination Date”
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 5

	 	SECURITY DEPOSIT, TRANSACTION FEE, RENT, RESERVES AND OTHER PAYMENTS
	 	 	15	 







TABLE OF CONTENTS






i









 






	 	 	 	 	 	 	 
	5.1

	 	Security Deposit
	 	 	15	 
	5.2

	 	Transaction Fee
	 	 	16	 
	5.3

	 	LESSOR Costs
	 	 	16	 
	5.4

	 	Rent
	 	 	16	 
	5.5

	 	Reserves
	 	 	16	 
	5.6

	 	Additional Rent for Excess Cycles
	 	 	17	 
	5.7

	 	LESSOR’s Bank Account
	 	 	18	 
	5.8

	 	Default Interest
	 	 	18	 
	5.9

	 	Increase in Rent
	 	 	18	 
	5.10

	 	No Deductions or Withholdings
	 	 	18	 
	5.11

	 	Value Added Taxes
	 	 	19	 
	5.12

	 	Wire Transfer Disbursement Report
	 	 	19	 
	5.13

	 	Net Lease
	 	 	19	 
	5.14

	 	Currency Indemnity
	 	 	20	 
	5.15

	 	LESSOR Performance of LESSEE Obligation
	 	 	20	 
	5.16

	 	Consideration for Rent and other Amounts
	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE 6

	 	DELIVERY CONDITION AND INSPECTION OF AIRCRAFT
	 	 	22	 
	6.1

	 	LESSEE Selection of Aircraft
	 	 	22	 
	6.2

	 	Condition at Delivery
	 	 	22	 
	6.3

	 	LESSEE Inspection of Aircraft at Delivery
	 	 	22	 
	6.4

	 	Delivery of Aircraft to LESSEE
	 	 	22	 
	6.5

	 	LESSEE Acceptance of Aircraft
	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 7

	 	PRE-DELIVERY, DELIVERY AND POST-DELIVERY DOCUMENTARY AND OTHER REQUIREMENTS
	 	 	23	 
	7.1

	 	Pre-Delivery Requirements
	 	 	23	 
	7.2

	 	Delivery Requirements
	 	 	24	 
	7.3

	 	Post-Delivery Requirements
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE 8

	 	DISCLAIMERS AND WAIVERS
	 	 	27	 
	8.1

	 	“As Is, Where Is”
	 	 	27	 
	8.2

	 	Waiver of Warranty of Description
	 	 	27	 
	8.3

	 	LESSEE Waiver
	 	 	28	 
	8.4

	 	Conclusive Proof
	 	 	28	 
	8.5

	 	No Liability to Repair or Replace
	 	 	28	 
	8.6

	 	No Waiver
	 	 	28	 
	8.7

	 	Consideration for Disclaimers and Waivers
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE 9

	 	MANUFACTURERS’ AND VENDORS’ WARRANTIES
	 	 	30	 
	9.1

	 	Warranties
	 	 	30	 
	9.2

	 	Warranties for Work Performed during Lease Term
	 	 	30	 
	9.3

	 	Reassignment
	 	 	30	 







TABLE OF CONTENTS






ii









 






	 	 	 	 	 	 	 
	9.4

	 	Warranty Claims
	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE 10

	 	OPERATION OF AIRCRAFT
	 	 	31	 
	10.1

	 	Costs of Operation
	 	 	31	 
	10.2

	 	Compliance with Laws
	 	 	31	 
	10.3

	 	Training
	 	 	31	 
	10.4

	 	No Violation of Insurance Policies
	 	 	31	 
	10.5

	 	Flight and Airport Charges
	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE 11

	 	SUBLEASES
	 	 	33	 
	11.1

	 	No Sublease without LESSOR Consent
	 	 	33	 
	11.2

	 	LESSOR Costs
	 	 	33	 
	11.3

	 	Any Approved Sublease
	 	 	33	 
	11.4

	 	Assignment of Sublease
	 	 	33	 
	11.5

	 	Application of Cape Town Convention
	 	 	33	 
	11.6

	 	Wet Leases
	 	 	34	 
	11.7

	 	Continued Responsibility of LESSEE
	 	 	34	 
	 
	 	 	 	 	 	 
	ARTICLE 12

	 	MAINTENANCE OF AIRCRAFT
	 	 	35	 
	12.1

	 	General Obligation
	 	 	35	 
	12.2

	 	Specific Engine Requirements
	 	 	35	 
	12.3

	 	Specific Obligations
	 	 	36	 
	12.4

	 	Replacement of Parts
	 	 	38	 
	12.5

	 	Removal of Engines
	 	 	38	 
	12.6

	 	Removal of APU
	 	 	39	 
	12.7

	 	Pooling of Engines, APU and Parts
	 	 	39	 
	12.8

	 	Installation of Engines on other aircraft
	 	 	40	 
	12.9

	 	Modifications
	 	 	40	 
	12.10

	 	Performance of Work by Third Parties
	 	 	41	 
	12.11

	 	Reporting Requirements
	 	 	41	 
	12.12

	 	Maintenance Policies and Procedures Manuals
	 	 	42	 
	12.13

	 	LESSOR Inspection Rights
	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE 13

	 	USE OF RESERVES
	 	 	44	 
	13.1

	 	Airframe Reserves
	 	 	44	 
	13.2

	 	Engine Performance Restoration Reserves
	 	 	44	 
	13.3

	 	Engine LLP Reserves
	 	 	45	 
	13.4

	 	Landing Gear Reserves
	 	 	45	 
	13.5

	 	APU Reserves
	 	 	45	 
	13.6

	 	Reimbursement
	 	 	45	 
	13.7

	 	Reimbursement Adjustment
	 	 	46	 
	13.8

	 	Costs in Excess of Reserves
	 	 	47	 
	13.9

	 	Reimbursement after Termination Date
	 	 	47	 







TABLE OF CONTENTS






iii










 






	 	 	 	 	 	 	 
	ARTICLE 14

	 	TITLE AND REGISTRATION
	 	 	48	 
	14.1

	 	Title to the Aircraft
	 	 	48	 
	14.2

	 	Registration of Aircraft
	 	 	48	 
	14.3

	 	Cape Town Convention
	 	 	48	 
	14.4

	 	No Other LESSEE filings with International Registry
	 	 	49	 
	14.5

	 	Filing of this Lease
	 	 	49	 
	14.6

	 	Evidence of Registration and Filings
	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE 15

	 	IDENTIFICATION PLATES
	 	 	50	 
	15.1

	 	Airframe Identification Plates
	 	 	50	 
	15.2

	 	Engine Identification Plates
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE 16

	 	TAXES
	 	 	51	 
	16.1

	 	General Obligation of LESSEE
	 	 	51	 
	16.2

	 	Exceptions to Indemnity
	 	 	51	 
	16.3

	 	After-Tax Basis
	 	 	51	 
	16.4

	 	Timing of Payment
	 	 	52	 
	16.5

	 	Contests
	 	 	52	 
	16.6

	 	Refunds
	 	 	52	 
	16.7

	 	Cooperation in Filing Tax Returns
	 	 	52	 
	16.8

	 	Survival of Obligations
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE 17

	 	INDEMNITIES
	 	 	53	 
	17.1

	 	General Indemnity
	 	 	53	 
	17.2

	 	Exceptions to General Indemnities
	 	 	54	 
	17.3

	 	After-Tax Basis
	 	 	54	 
	17.4

	 	Timing of Payment
	 	 	54	 
	17.5

	 	Subrogation
	 	 	55	 
	17.6

	 	Notice
	 	 	55	 
	17.7

	 	Refunds
	 	 	55	 
	17.8

	 	Defense of Claims
	 	 	55	 
	17.9

	 	No Double Recovery
	 	 	55	 
	17.10

	 	Survival of Obligation
	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE 18

	 	INSURANCE
	 	 	56	 
	18.1

	 	Categories of Insurance
	 	 	56	 
	18.2

	 	Write-back of any Date Recognition Exclusion
	 	 	56	 
	18.3

	 	Write-backs of Exclusions in LSW555.D and AVN 48C
	 	 	56	 
	18.4

	 	Third Party War Liability Insurance
	 	 	56	 
	18.5

	 	Installation of Third Party Engine
	 	 	56	 
	18.6

	 	LESSOR Coverage for LESSEE’s Employees
	 	 	57	 
	18.7

	 	Insurance for Indemnities
	 	 	57	 







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iv









 






	 	 	 	 	 	 	 
	18.8

	 	AVN 67C
	 	 	57	 
	18.9

	 	AVN 99
	 	 	57	 
	18.10

	 	Insurance required by Manufacturer
	 	 	57	 
	18.11

	 	Pre-Delivery Work or Delivery of Aircraft with Spare Engine
	 	 	57	 
	18.12

	 	Renewal
	 	 	57	 
	18.13

	 	Assignment of Rights by LESSOR
	 	 	58	 
	18.14

	 	Deductibles
	 	 	58	 
	18.15

	 	Insurance for Subleases
	 	 	58	 
	18.16

	 	Insurance for Wet Lease Operations
	 	 	58	 
	18.17

	 	Other Insurance
	 	 	58	 
	18.18

	 	Information
	 	 	58	 
	18.19

	 	Currency
	 	 	58	 
	18.20

	 	Grounding of Aircraft
	 	 	59	 
	18.21

	 	Failure to Insure
	 	 	59	 
	18.22

	 	Reinsurance
	 	 	59	 
	18.23

	 	Limit on Hull in favor of LESSEE
	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE 19

	 	LOSS, DAMAGE AND REQUISITION
	 	 	60	 
	19.1

	 	Definitions
	 	 	60	 
	19.2

	 	Notice of Total Loss
	 	 	61	 
	19.3

	 	Total Loss of Aircraft or Airframe
	 	 	61	 
	19.4

	 	Surviving Engine(s)
	 	 	62	 
	19.5

	 	Total Loss of Engine and not Airframe
	 	 	62	 
	19.6

	 	Total Loss of APU
	 	 	63	 
	19.7

	 	Other Loss or Damage
	 	 	64	 
	19.8

	 	Copies of Insurance and Reinsurance Policies
	 	 	64	 
	19.9

	 	Government Requisition
	 	 	64	 
	 
	 	 	 	 	 	 
	ARTICLE 20

	 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE
	 	 	66	 
	20.1

	 	Representations and Warranties
	 	 	66	 
	20.2

	 	Covenants
	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE 21

	 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSOR
	 	 	70	 
	21.1

	 	Representations and Warranties
	 	 	70	 
	21.2

	 	Covenant of Quiet Enjoyment
	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE 22

	 	FINANCIAL AND OTHER INFORMATION
	 	 	71	 
	 
	 	 	 	 	 	 
	ARTICLE 23

	 	RETURN OF AIRCRAFT
	 	 	72	 
	23.1

	 	Date of Return
	 	 	72	 
	23.2

	 	Last Engine Shop Visits
	 	 	72	 







TABLE OF CONTENTS






v









 






	 	 	 	 	 	 	 
	23.3

	 	Payments from LESSEE
	 	 	72	 
	23.4

	 	Technical Report
	 	 	72	 
	23.5

	 	Return Location
	 	 	73	 
	23.6

	 	Full Aircraft Documentation Review
	 	 	73	 
	23.7

	 	Maintenance Policies and Procedures Manuals
	 	 	73	 
	23.8

	 	Aircraft Inspection
	 	 	73	 
	23.9

	 	Certificate of Airworthiness Matters
	 	 	74	 
	23.10

	 	General Condition of Aircraft at Return
	 	 	75	 
	23.11

	 	Checks Prior to Return
	 	 	78	 
	23.12

	 	Part Lives
	 	 	80	 
	23.13

	 	Export and Deregistration of Aircraft
	 	 	84	 
	23.14

	 	Delay in Return of Aircraft Due to LESSOR Work Requests
	 	 	84	 
	23.15

	 	LESSEE’s Continuing Obligations
	 	 	84	 
	23.16

	 	Airport and Navigation Charges
	 	 	85	 
	23.17

	 	Return Acceptance Receipt
	 	 	85	 
	23.18

	 	Indemnities and Insurance
	 	 	85	 
	23.19

	 	Storage
	 	 	86	 
	 
	 	 	 	 	 	 
	ARTICLE 24

	 	ASSIGNMENT
	 	 	87	 
	24.1

	 	No Assignment by LESSEE
	 	 	87	 
	24.2

	 	Sale or Assignment by LESSOR
	 	 	87	 
	24.3

	 	LESSOR’s Lender
	 	 	87	 
	24.4

	 	LESSEE Cooperation
	 	 	87	 
	24.5

	 	Advance Consent Under Cape Town Convention
	 	 	88	 
	24.6

	 	Protections
	 	 	88	 
	 
	 	 	 	 	 	 
	ARTICLE 25

	 	DEFAULT OF LESSEE
	 	 	89	 
	25.1

	 	LESSEE Notice to LESSOR
	 	 	89	 
	25.2

	 	Events of Default
	 	 	89	 
	25.3

	 	LESSOR’s General Rights
	 	 	91	 
	25.4

	 	Deregistration and Export of Aircraft
	 	 	92	 
	25.5

	 	Cape Town Convention Remedies
	 	 	92	 
	25.6

	 	LESSEE Liability for Damages
	 	 	92	 
	25.7

	 	Waiver of Default
	 	 	93	 
	25.8

	 	Present Value of Payments
	 	 	93	 
	25.9

	 	Use of “Termination Date”
	 	 	93	 
	 
	 	 	 	 	 	 
	ARTICLE 26

	 	NOTICES
	 	 	94	 
	26.1

	 	Manner of Sending Notices
	 	 	94	 
	26.2

	 	Notice Information
	 	 	94	 
	 
	 	 	 	 	 	 
	ARTICLE 27

	 	GOVERNING LAW AND JURISDICTION
	 	 	95	 
	27.1

	 	California Law
	 	 	95	 







TABLE OF CONTENTS






vi









 






	 	 	 	 	 	 	 
	27.2

	 	Non-Exclusive Jurisdiction in California
	 	 	95	 
	27.3

	 	Personal Jurisdiction
	 	 	95	 
	27.4

	 	Service of Process
	 	 	95	 
	27.5

	 	Prevailing Party in Dispute
	 	 	95	 
	27.6

	 	Future Amendments or Agreements
	 	 	95	 
	27.7

	 	Waiver
	 	 	96	 
	 
	 	 	 	 	 	 
	ARTICLE 28

	 	MISCELLANEOUS
	 	 	97	 
	28.1

	 	Transportation of Personnel
	 	 	97	 
	28.2

	 	Press Releases
	 	 	97	 
	28.3

	 	LESSOR Performance for LESSEE
	 	 	97	 
	28.4

	 	LESSOR’s Payment Obligations
	 	 	97	 
	28.5

	 	Application of Payments
	 	 	97	 
	28.6

	 	Usury Laws
	 	 	97	 
	28.7

	 	Third Parties
	 	 	98	 
	28.8

	 	Delegation by LESSOR
	 	 	98	 
	28.9

	 	Confidentiality
	 	 	98	 
	28.10

	 	Rights of Parties
	 	 	98	 
	28.11

	 	Further Assurances
	 	 	98	 
	28.12

	 	Translations of Lease
	 	 	98	 
	28.13

	 	Use of Word “including”
	 	 	98	 
	28.14

	 	Headings
	 	 	99	 
	28.15

	 	Invalidity of any Provision
	 	 	99	 
	28.16

	 	Negotiation
	 	 	99	 
	28.17

	 	Time is of the Essence
	 	 	99	 
	28.18

	 	Amendments in Writing
	 	 	99	 
	28.19

	 	Counterparts
	 	 	99	 
	28.20

	 	Delivery of Documents by Fax or E-mail
	 	 	99	 
	28.21

	 	Entire Agreement
	 	 	99	 






	 	 	 	 	 	 	 
	EXHIBIT A

	 	AIRCRAFT DESCRIPTION
	 	 	101	 
	 
	 	 	 	 	 	 
	EXHIBIT B

	 	CONDITION AT DELIVERY
	 	 	102	 
	 
	 	 	 	 	 	 
	EXHIBIT C

	 	CERTIFICATE OF INSURANCE (FOR LESSOR)
	 	 	111	 
	 
	 	 	 	 	 	 
	EXHIBIT D

	 	BROKERS’ LETTER OF UNDERTAKING (FOR LESSOR)
	 	 	118	 
	 
	 	 	 	 	 	 
	EXHIBIT E

	 	CERTIFICATE OF INSURANCE (FOR MANUFACTURER)
	 	 	120	 
	 
	 	 	 	 	 	 
	EXHIBIT F

	 	AVIATION AUTHORITY UNDERTAKING LETTER
	 	 	123	 
	 
	 	 	 	 	 	 
	EXHIBIT G

	 	ESTOPPEL AND ACCEPTANCE CERTIFICATE
	 	 	124	 
	 
	 	 	 	 	 	 
	EXHIBIT H

	 	OPINION OF COUNSEL
	 	 	133	 
	 
	 	 	 	 	 	 
	EXHIBIT I

	 	FORM OF POWER OF ATTORNEY
	 	 	137	 
	 
	 	 	 	 	 	 
	EXHIBIT J

	 	FORM OF CAPE TOWN POWER OF ATTORNEY
	 	 	139	 
	 
	 	 	 	 	 	 








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viii









 









	 	 	 	 	 	 	 
	EXHIBIT K

	 	ASSIGNMENT OF RIGHTS (AIRFRAME)
	 	 	157	 
	 
	 	 	 	 	 	 
	EXHIBIT L

	 	ASSIGNMENT OF RIGHTS (ENGINES)
	 	 	158	 
	 
	 	 	 	 	 	 
	EXHIBIT M

	 	RETURN ACCEPTANCE RECEIPT
	 	 	159	 
	 
	 	 	 	 	 	 
	EXHIBIT N

	 	MONTHLY REPORT
	 	 	168	 
	 
	 	 	 	 	 	 
	EXHIBIT O

	 	AIRCRAFT DOCUMENTATION
	 	 	173	 










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viii









 








AIRCRAFT LEASE AGREEMENT




     THIS AIRCRAFT LEASE AGREEMENT (together with all Exhibits hereto, the “Lease”) is made
and entered into as of      ,



     BETWEEN:



     , a company whose principal place of business is at , (“LESSEE”); and



     INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation whose principal place of
business is at 10250 Constellation Boulevard, 34th Floor, Los Angeles, California 90067, United
States of America (“LESSOR”).



     The subject matter of this Lease is one used aircraft. In consideration of and subject to
the mutual covenants, terms and conditions contained in this Lease, LESSOR hereby agrees to lease
to LESSEE and LESSEE hereby agrees to lease from LESSOR the aircraft and the parties further agree
as follows:



RECITALS





1









 








     ARTICLE 1 SUMMARY OF TRANSACTION



     The following is a summary of the lease transaction between LESSEE and LESSOR. It is set
forth for the convenience of the parties only and will not be deemed in any way to amend, detract
from or simplify the other provisions of this Lease.


1.1 Description of Aircraft




          1 used aircraft



1.2  Scheduled Delivery Date and Location




          On or about at



1.3  Initial Lease Term



1.4  Lease Extension Option




          Lease extension options of each



1.5  Security Deposit




          US$, payable as follows (in U.S. Dollars):




	 	 	 
	Payment Date	 	Amount
	 	 	 






	 	 	 
	Payment Date	 	Amount
	 	 	 






ARTICLE 1

SUMMARY OF TRANSACTION





2









 







1.6 Transaction Fee



           US$, payable within two business days after execution of this Lease



1.7  Rent During Initial Lease Term



           US$per payable in advance



1.8  Rent During Extension Lease Term



           US$per payable in advance



1.9  Reserves




	 	 	 
	                  Type of Reserves	 	Amount of Reserves
	Airframe Reserves:

	 	US$  per calendar month
	Engine Performance
Restoration Reserves:

	 	US$  per engine flight hour for each engine
	Engine LLP Reserves:

	 	US$  per engine cycle for each engine
	Landing Gear Reserves:

	 	US$  per calendar month
	APU Reserves:

	 	US$  per APU hour






1.10 Additional Rent for Excess Airframe and Engine Cycles




ARTICLE 1

SUMMARY OF TRANSACTION





3









 









US$ for each cycle the airframe and US$ for each cycle an engine operated
during a calendar year in excess of the maximum number of cycles which would
result from an hour/cycle ratio of



1.11 Country of Aircraft Registration




1.12  Agreed Value of Aircraft




          US$




1.13  LESSOR’s Bank Account



International Lease Finance Corporation

Account No. 910-274-9067

JPMorgan Chase Bank

270 Park Avenue

New York, New York 10017

ABA# 021000021




ARTICLE 1

SUMMARY OF TRANSACTION






4









 








     ARTICLE 2 DEFINITIONS



     Except where the context otherwise requires, the following words have the following meanings
for all purposes of this Lease. The definitions are equally applicable to the singular and plural
forms of the words. Any agreement defined below or in this Lease includes each amendment,
modification, supplement and waiver thereto in effect from time to time.



2.1 General Definitions.




          “Aircraft” means the Airframe, Engines, APU, Parts and Aircraft Documentation,
collectively. As the context requires, “Aircraft” may also mean the Airframe, any Engine, the APU,
any Part, the Aircraft Documentation or any part thereof individually. For example, in the context
of return to LESSOR the term “Aircraft” means the Airframe, Engines, APU, Parts and Aircraft
Documentation collectively, yet in the context of LESSEE not creating any Security Interests other
than Permitted Liens on the Aircraft, the term “Aircraft” means any of the Airframe, any Engine,
the APU, any Part or the Aircraft Documentation individually.




          “Aircraft Documentation” means all (a) log books, Aircraft records, manuals and other
documents provided to LESSEE in connection with the Aircraft, (b) documents listed in the Estoppel
and Acceptance Certificate and Exhibit O and (c) any other documents required to be maintained
during the Lease Term and until the Termination Date by the Aviation Authority, LESSEE’s
Maintenance Program or this Lease.




          “Airframe” means the airframe listed in the Estoppel and Acceptance Certificate
executed at Delivery together with all Parts relating thereto (except Engines or engines and the
APU).




          “Airworthiness Directives” or “ADs” means all airworthiness directives (or
equivalent) applicable to the Aircraft issued by any one or more of the Aviation Authority, DGAC,
FAA and EASA.




          “APU” means (a) the auxiliary power unit of the Aircraft listed in the Estoppel
and Acceptance Certificate executed at Delivery, (b) any replacement auxiliary power unit acquired
by LESSOR and leased to LESSEE pursuant to Article 19.6 following a Total Loss of the APU and
(c) all Parts installed in or on such APU at Delivery (or substituted, renewed or replacement Parts
in accordance with this Lease) so long as title thereto is or remains vested in LESSOR in
accordance with the terms of Article 12.4.




          “Aviation Authority” means the or any Government Entity which under the Laws of from
time to time has control over civil aviation or the registration, airworthiness or operation




ARTICLE 2

DEFINITIONS




5









 







of aircraft in . If the Aircraft is registered in a country other than , “Aviation Authority”
means the agency which regulates civil aviation in such other country.




          “Aviation Documents” means any or all of the following which at any time may be
obtainable from the Aviation Authority: (a) if required, a temporary certificate of airworthiness
from the Aviation Authority allowing the Aircraft to be flown after Delivery to the State of
Registration, (b) an application for registration of the Aircraft with the appropriate authority in
the State of Registration, (c) the certificate of registration for the Aircraft issued by the State
of Registration, (d) a full certificate of airworthiness for the Aircraft specifying transport
category (passenger), (e) an air transport license, (f) an air operator’s certificate, (g) such
recordation of LESSOR’s title to the Aircraft and interest in this Lease as may be available in the
State of Registration and (h) all such other authorizations, approvals, consents and certificates
in the State of Registration as may be required to enable LESSEE lawfully to operate the Aircraft.




          “Basic Engine” means, with respect to an Engine, the Engine manufacturer’s engine
modules, components and systems as specified in the Engine manufacturer’s delivered bill of
material for that engine model. The “Basic Engine” does not include the nacelle, installed
components related to the Aircraft systems, thrust reversers, quick engine components (QEC),
primary exhaust nozzle or any other Parts which are not considered by the Engine manufacturer to be
part of a “basic engine”.




          “Business Day” means a day other than a Saturday or Sunday on which the banks in the
city where LESSOR’s Bank is located are open for the transaction of business of the type required
by this Lease.




          “Cape Town Convention” means both the Convention and the Protocol.




          “Consolidated Text” means the Consolidated Text of the Convention on International
Interests in Mobile Equipment and the Protocol to the Convention on International Interests in
Mobile Equipment on Matters specific to Aircraft Equipment.




          “Convention” means the Convention on International Interests in Mobile
Equipment which was adopted on November 16, 2001 at a diplomatic conference held in Cape Town,
South Africa as it may be amended from time to time.




          “Creditor” means any lessor, owner, bank, lender, mortgagee or other Person which is
the owner of or has any interest in an aircraft engine or aircraft operated by LESSEE.




          “Creditor Agreement” means the applicable agreement between a Creditor and LESSEE or
between Creditors pursuant to which such Creditor owns, leases or has an interest in either an
aircraft operated by LESSEE on which an Engine may be installed or in an aircraft engine which may
be installed on the Airframe.




ARTICLE 2

DEFINITIONS





6









 








          “Default” means any event which, upon the giving of notice, the lapse of time and/or a
relevant determination, would constitute an Event of Default.




          “Delivery” means the delivery of the Aircraft from Prior Lessee to LESSOR and the
simultaneous delivery of the Aircraft from LESSOR to LESSEE pursuant to Articles 3 and 6.




          “Delivery Check” means the accomplishment of all tasks which are necessary pursuant to
the MPD (including all non-routine work generated as a result of performance of such MPD tasks) to
clear the Aircraft for months, hours and cycles of operation from the Delivery Date. If
pursuant to the MPD, the performance interval for a task is shorter than every months, hours or
cycles, then such task will also be performed. For avoidance of doubt, if the inspection interval
pursuant to the MPD for a particular task only refers to one or two of the three measurements above
(i.e., months, hours or cycles), then only those particular measurements referred to in the MPD
will be utilized in determining whether the task must be performed.




          “Delivery Date” means the date on which Delivery takes place.




          “DGAC” means the French Direction Générale de l’Aviation Civile or any successor
thereto.




          “Dollars”, “$” and “US$” mean the lawful currency of the U.S.




          “EASA” means the European Aviation Safety Agency or any successor thereto.
Where it is stated in this Lease that a repair station or a repair, overhaul or maintenance
facility will be an “EASA-approved” station or facility, such station or facility must be approved
by EASA to perform maintenance and repair work on the Aircraft, an Engine or Part submitted to it
for maintenance or repair, as applicable.




          “Engine” means (a) each of the engines listed on the Estoppel and Acceptance
Certificate; (b) any replacement engine acquired by LESSOR and leased to LESSEE pursuant to
Article 19.5 following a Total Loss of an Engine; and (c) all Parts installed in or on any of such
engines at Delivery (or substituted, renewed or replacement Parts in accordance with this Lease) so
long as title thereto is or remains vested in LESSOR in accordance with the terms of Article 12.4.




          “Eurocontrol” means the European Organization for the Safety of Air Navigation
established by the Convention related to the Co-operation for the Safety of Air Navigation
(Eurocontrol) signed on December 13, 1960, as amended.




          “Event of Default” means any of the events referred to in Article 25.2.




          “FAA” means the Federal Aviation Administration of the U.S. Department of
Transportation or any successor thereto under the Laws of the U.S. Where it is stated in this




ARTICLE 2

DEFINITIONS




7









 







Lease that a repair station or a repair, overhaul or maintenance facility will be an
“FAA-approved” station or facility, such station or facility must be approved by the FAA to perform
maintenance and repair work on the Aircraft, an Engine or Part, as applicable.




          “FARs” means the U.S. Federal Aviation Regulations embodied in Title 14 of the U.S.
Code of Federal Regulations, as amended from time to time, or any successor regulations thereto.




          “Geneva Convention” means the Convention on the International Recognition of Rights in
Aircraft signed in Geneva, Switzerland on June 19, 1948.




          “Government Entity” means any (a) national, state or local government, (b) board,
commission, department, division, instrumentality, court, agency or political subdivision thereof
or (c) association, organization or institution of which any of the entities listed in (a) or (b)
is a member or to whose jurisdiction any such entity is subject.




          “HMV Task” means any task required under the Maintenance Program or the MPD which has
a performance interval of greater than any of the following: months, hours or cycles of
operation.




          “International Registry” means the international registration facilities established
for the purposes of the Cape Town Convention.




          “Landing Gear” means the installed main and nose landing gear, components and their
associated actuators, side braces and parts.




          “Law” means any (a) statute, decree, constitution, regulation, order or directive of
any Government Entity, (b) treaty, pact, compact or other agreement to which any Government Entity
is a signatory or party, (c) judicial or administrative interpretation or application of any of the
foregoing or (d) any binding judicial precedent having the force of law.




          “LESSOR’s Lien” means any Security Interest created by LESSOR.




          “Maintenance Program” means LESSEE’s maintenance program as approved by the Aviation
Authority or such other maintenance program as LESSOR may, in its discretion, accept in writing.




          “Manufacturer” means .




          “Modification” means any modification, alteration or addition to or removal from the
Aircraft, regardless of cost.




          “Module Performance Restoration” means .




ARTICLE 2

DEFINITIONS





8









 








          “MPD” means the then-current Maintenance Planning Document published by Manufacturer
and applicable to the Aircraft. With respect to the hour/cycle/calendar time limitation of Parts
and inspections, references to the MPD mean the most restrictive limitation set forth therein.




          “Overhaul” means the full reconditioning of the Aircraft, an Engine, the APU, Landing
Gear, module or Part, as the case may be, in which such equipment has been fully disassembled,
cleaned, thoroughly inspected and returned to the highest standard specified by the applicable
manufacturer’s manual.




          “Part” means any part, component, appliance, system module, engine module,
accessory, material, instrument, communications equipment, furnishing, LESSEE-furnished or
LESSOR-purchased equipment or other item of equipment (other than complete Engines or engines or
the APU) for the time being installed in or attached to the Airframe, any Engine or the APU or
which, having been removed from the Airframe, any Engine or the APU, remains the property of
LESSOR.




          “Permitted Lien” means (a) LESSOR’s Liens; (b) Security Interests arising in the
ordinary course of LESSEE’s business for Taxes either not yet assessed or, if assessed, not yet due
or being contested in good faith in accordance with Article 16.5 or (c) materialmen’s, mechanics’,
workmen’s, repairmen’s, employees’ liens or similar Security Interests arising by operation of Law
after the Delivery Date in the ordinary course of LESSEE’s business for amounts which are either
not yet due or are being contested in good faith by appropriate proceedings (and for which adequate
reserves have been made or, when required in order to pursue such proceedings, an adequate bond has
been provided) so long as such proceedings do not involve any danger of sale, forfeiture or loss of
the Aircraft.




          “Person” means any individual, firm, partnership, joint venture, trust, corporation,
company, Government Entity, committee, department, authority or any body, incorporated or
unincorporated, whether having distinct legal personality or not.




          “Prime Rate” means the rate of interest from time to time announced by JPMorgan Chase
Bank in New York as its prime commercial lending rate.




          “Prior Lessee” means .




          “Prior Lessee Lease Agreement” means the aircraft lease agreement between Prior Lessee
and LESSOR pursuant to which Prior Lessee leased the Aircraft from LESSOR.




          “Prohibited Country” means any country to which the export and/or use of a
aircraft with engines attached thereto is not permitted under (a) any United Nations sanctions,
(b) the Council Regulation (EC) No. 149/2003 which updates and amends Council Regulation




ARTICLE 2

DEFINITIONS





9









 







(EC) 1334/2000, (c) the United States Export Administration Act 1979 (as amended) or any
successor legislation and/or the Export Administration Regulations promulgated thereunder, (d)
where applicable, the various regulations administered from time to time by the Office of Foreign
Assets Control of the U.S. Treasury Department, (e) any similar or corresponding legislation then
in effect in the U.S., the United Kingdom, France, Spain or Germany or (f) any subsequent United
Nations Sanctions Orders the effect of which prohibits or restricts the export and/or use of
aircraft with engines attached thereto to such country.




          “Protocol” means the Protocol to the Convention on International Interests in Mobile
Equipment on Matters specific to Aircraft Equipment which was adopted on November 16, 2001 at a
diplomatic conference held in Cape Town, South Africa, as it may be amended from time to time.




          “Qualified Performance Restoration” means a Module Performance Restoration performed
on the modules of an Engine.




          “Return Check” means the accomplishment of all tasks which are necessary pursuant to
the MPD (including all non-routine work generated as a result of performance of such MPD tasks) to
clear the Aircraft for months, hours and cycles of operation from the Termination Date. If
pursuant to the MPD, the performance interval for a task is shorter than every months, hours or
cycles of operation, then such task will also be performed. For avoidance of doubt, if the
inspection interval pursuant to the MPD for a particular task only refers to one or two of the
three measurements above (i.e., months, hours or cycles), then only those particular measurements
referred to in the MPD will be utilized in determining whether the task must be performed.




          “Security Interest” means any encumbrance or security interest, however and wherever
created or arising including (without prejudice to the generality of the foregoing) any right of
ownership, security, mortgage, pledge, charge, encumbrance, lease, lien, statutory or other right
in rem, hypothecation, title retention, attachment, levy, claim or right of possession or
detention.




          “State of Registration” means or such other country or state of registration of the
Aircraft as LESSOR may, in its absolute discretion, approve in writing.




          “Technical Evaluation Report” means a written report in form and substance
requested by LESSOR regarding the Engines, APU and Parts and the technical status and condition of
the Aircraft.




          “U.S.” or “U.S.A.” means the United States of America.



2.2 Specific Definitions. The following terms are defined in the Articles referenced
below:




ARTICLE 2

DEFINITIONS





10









 








	 	 	 
	                   Terms	 	Article
	Agreed Value

	 	 19.1
	Airframe Reserves

	 	 5.5.1
	APU Reserves

	 	 5.5.1
	Default Interest

	 	 5.8
	Delivery Location

	 	 3.1
	Engine LLP Reserves

	 	 5.5.1
	Engine Performance Restoration Reserves

	 	 5.5.1
	Expenses

	 	 17.1
	Expiration Date

	 	 4.3, 4.5
	Extension Lease Term

	 	 4.2
	Future Agreements

	 	 27.6
	Indemnitees

	 	 17.1
	Initial Lease Term

	 	 4.1
	Landing Gear Reserves

	 	 5.5.1
	Lease Term

	 	 4.3, 4.4
	LESSEE AD Compliance Period

	 	 23.10.14
	LESSOR’s Assignee

	 	 24.2.1
	LESSOR’s Bank

	 	 5.7
	LESSOR’s Lender

	 	 24.3
	Net Total Loss Proceeds

	 	 19.1
	OEM Parts

	 	 12.2.2
	Operative Documents

	 	 20.1.3
	PMA Parts

	 	 12.2.2
	Rent

	 	 5.4.1
	Reserves

	 	 5.5.1
	Scheduled Delivery Date

	 	 3.2
	Security Deposit

	 	 5.1.1
	Taxes

	 	 16.1
	Termination Date

	 	 4.6
	Total Loss

	 	 19.1
	Total Loss Date

	 	 19.1
	Total Loss Proceeds

	 	 19.1
	Transaction Fee

	 	 5.2
	Waste Expense

	 	 13.3






ARTICLE 2

DEFINITIONS





11









 








     ARTICLE 3 PLACE AND DATE OF DELIVERY


3.1 Place of Delivery. LESSOR will deliver the Aircraft to LESSEE at in or such other
place as may be agreed in writing between the parties (the “Delivery Location”).



3.2 Scheduled Delivery Date. As of the date of this Lease, delivery of the Aircraft from
Prior Lessee to LESSOR and LESSOR to LESSEE is scheduled to occur on or about . LESSOR will notify
LESSEE from time to time and in a timely manner of the exact date on which LESSOR expects Delivery
to take place (the “Scheduled Delivery Date”).



3.3 Delivery subject to Prior Lessee Delivery. LESSOR and LESSEE expressly acknowledge
that Delivery of the Aircraft to LESSEE is subject to and conditioned upon redelivery of the
Aircraft by Prior Lessee to LESSOR in accordance with the terms of the Prior Lessee Lease
Agreement.



3.4 No LESSOR Liability. LESSOR will not be liable for any loss or expense, or any loss
of profit, arising from any delay or failure in Delivery to LESSEE unless such delay or failure
arises as a direct consequence of the willful misconduct of LESSOR, and in no event will LESSOR be
liable for any delay or failure which is caused by any breach or delay on the part of Prior Lessee.



3.5 Total Loss of Aircraft prior to Delivery. If a Total Loss of the Aircraft occurs
prior to Delivery, neither party will have any further liability to the other except that LESSOR
will return to LESSEE the Security Deposit in accordance with Article 5.1.3 and any prepaid Rent.



3.6 Cancellation for Delay. Promptly after LESSOR becomes aware that a delay will
cause Delivery to be delayed beyond , LESSOR will notify LESSEE. By written notice given to the
other party within 10 Business Days after LESSEE’s receipt of such LESSOR notice, either party may
terminate this Lease and this Lease will terminate on the date of receipt of such notice. In the
event of such termination, neither party will have any further liability to the other party except
that LESSOR will return to LESSEE the Security Deposit in accordance with Article 5.1.3 and any
prepaid Rent. If neither party gives notice of termination within such 10 Business Days, both
parties lose all right to terminate under this Article 3.6 unless otherwise agreed in writing by
the parties.




ARTICLE 3

PLACE AND DATE OF DELIVERY




12









 








     ARTICLE 4 LEASE TERM AND EXTENSION OPTION


4.1 Initial Lease Term. The term of leasing of the Aircraft will commence on the
Delivery Date and continue for an initial lease term of (the “Initial Lease Term”).



4.2 Lease Extension Option. So long as no Default or Event of Default has occurred and
is continuing hereunder on the date of exercise of the option or at any time from such date to the
commencement date of the lease term with respect to such option, LESSEE will have options to
extend the term of the Lease for a period of each from the then-existing Expiration Date (the
“Extension Lease Term”). In order to exercise an option, LESSEE must give written notice
to LESSOR not less than 10 months prior to the then-existing Expiration Date of this Lease. Any
notice given by LESSEE in accordance herewith will be irrevocable.



4.3 “Lease Term” and “Expiration Date”. “Lease Term” means the term of leasing
commencing on the Delivery Date and terminating on the Expiration Date. “Expiration Date”
means the date on which LESSEE is required to redeliver the Aircraft to LESSOR in the condition
required by this Lease on the last day of the Initial Lease Term or Extension Lease Term, if and as
applicable.4.4 Lease Term. The term of leasing of the Aircraft will commence on the
Delivery Date and continue for a term of (“Lease Term”).



4.5 “Expiration Date”. “Expiration Date” means the date on which LESSEE is
required to redeliver the Aircraft to LESSOR in the condition required by this Lease on the last
day of the Lease Term.



4.6 “Termination Date”. If LESSEE returns the Aircraft to LESSOR on the Expiration Date
in the condition required by Article 23, then “Termination Date” has the same meaning as
“Expiration Date”. If LESSEE does not do so, then “Termination Date” means the date on
which the first of the following events occurs:




4.6.1 there is a Total Loss of the Aircraft prior to Delivery pursuant to Article 3.5;



4.6.2 cancellation of this Lease occurs pursuant to Article 3.6;



4.6.3 there is a Total Loss of the Aircraft and payment is made to LESSOR in accordance with
Article 19.3;



4.6.4 prior to the Expiration Date, LESSOR repossesses the Aircraft or otherwise terminates this
Lease and recovers possession and control of the Aircraft following an Event of Default;



ARTICLE 4

LEASE TERM AND EXTENSION OPTION




13









 








4.6.5 an Event of Default occurs hereunder by LESSEE returning the Aircraft in the condition
required by this Lease after the Expiration Date; or



4.6.6 after the Expiration Date, LESSOR repossesses the Aircraft or otherwise terminates this
Lease and recovers possession and control of the Aircraft following an Event of Default.



ARTICLE 4

LEASE TERM AND EXTENSION OPTION





14









 









ARTICLE 5 SECURITY DEPOSIT, TRANSACTION FEE, RENT, RESERVES AND OTHER
PAYMENTS



5.1 Security Deposit.




5.1.1 LESSEE will pay LESSOR a security deposit of US$ for its lease of the Aircraft (the
“Security Deposit”). The Security Deposit is payable as follows (in US$):



	 	 	 
	Payment Date	 	Amount
	 	 	 





5.1.2 The Security Deposit may be commingled with LESSOR’s general funds and any interest
earned on such Security Deposit will be for LESSOR’s account. If the Security Deposit is
reduced below the required amount by application to meet LESSEE’s unperformed obligations
under this Lease, LESSEE will replenish the Security Deposit within 10 days after LESSOR’s
demand therefor. The Security Deposit will serve as security for the performance by LESSEE of
its obligations under this Lease and any other agreements between LESSEE and LESSOR or any
direct or indirect subsidiary of International Lease Finance Corporation relating to aircraft,
engines, aircraft equipment or the extension of credit and may be applied by LESSOR upon the
occurrence of a Default or Event of Default hereunder or of a default by LESSEE under any such
other agreements.



5.1.3 Upon termination of this Lease in accordance with Article 4.6 other than if an Event of
Default has occurred and is continuing, LESSOR will return to LESSEE the amount of the
Security Deposit then held by LESSOR (so long as no default by LESSEE exists under any other
agreement between LESSEE and LESSOR relating to aircraft, engines or aircraft equipment or the
extension of credit), without interest, less an amount determined by LESSOR to be a reasonable
estimate of the costs, if any, which LESSOR will incur to remedy any unperformed obligations
of LESSEE



ARTICLE 5

SECURITY DEPOSIT, TRANSACTION FEE,
RENT, RESERVES AND OTHER PAYMENTS





15









 









under this Lease, including the correction of any discrepancies from the required
condition of the Aircraft on return of the Aircraft.


5.2 Transaction Fee. Within two Business Days after execution of this Lease, LESSEE will
pay LESSOR a nonrefundable transaction fee of US$ (the “Transaction Fee”).



5.3 LESSOR Costs. LESSEE will reimburse LESSOR for LESSOR’s out-of-pocket costs in
connection with any legal opinion obtained by LESSOR with respect to this Lease and registration
and repossession of the Aircraft in the State of Registration.



5.4 Rent.




5.4.1 LESSEE will pay LESSOR the following amounts in advance as rent for the Aircraft
(“Rent”):



	 	 	 
	Period of Lease Term	 	Amount of	Rent
	Initial Lease Term

	 	US$
	Extension Lease Term

	 	US$






5.4.2 The first payment of Rent during the Lease Term will be paid no later than Business Days
prior to the Scheduled Delivery Date. Each subsequent payment of Rent will be due thereafter
no later than the same day of the month as the Delivery Date of the Aircraft except that, if
such day is not a Business Day, the Rent will be due on the immediately preceding Business
Day. If Delivery occurred on the 29th, 30th or 31st of the month and in any given month
during the Lease Term in which a Rent payment is due there is no such corresponding date, Rent
will be payable on the last Business Day of such month.



5.5 Reserves.




5.5.1 LESSEE will pay to LESSOR supplemental Rent, based on LESSEE’s use of the Aircraft during
the Lease Term, in the form of the following reserves in the following amounts (individually,
“Airframe Reserves”, “Engine Performance Restoration Reserves”, “Engine
LLP Reserves”, “Landing Gear Reserves” and “APU Reserves”, and
collectively “Reserves”):



	 	 	 
	Type of Reserves	 	Amount of Reserves
	Airframe Reserves:

	 	US$  per calendar month
	 
	 	 
	Engine Performance Restoration
Reserves:

	 	US$  per Engine flight hour for each
Engine (payable when the Engine is
utilized on the Aircraft or another
aircraft)






ARTICLE 5

SECURITY DEPOSIT, TRANSACTION FEE,
RENT, RESERVES AND OTHER PAYMENTS




16









 








	 	 	 
	Type of Reserves	 	Amount of Reserves
	Engine LLP Reserves:

	 	US$  per Engine cycle for each Engine
(payable when the Engine is utilized
on the Aircraft or another aircraft)
	 
	 	 
	Landing Gear Reserves:

	 	US$  per calendar month
	 
	 	 
	APU Reserves:

	 	US$  per APU hour (payable when the
APU is utilized on the Aircraft or
another aircraft)






5.5.2 All Reserves will be paid on or before the 10th day of the calendar month next following the
month in which the Delivery Date occurs and on or before the 10th day of each succeeding
calendar month for flying performed during the calendar month prior to payment and for the
calendar-based Reserves pertaining to such prior calendar month. All Reserves pertaining to
the month in which the Termination Date occurs will be paid on the Termination Date, unless
otherwise agreed by the parties.



5.5.3 No interest will accrue or be paid at any time to LESSEE on such Reserves and, subject to
LESSOR’s obligations under Article 13, LESSOR may commingle the Reserves with LESSOR’s general
funds.


5.6 Additional Rent for Excess Cycles. If in any calendar year (or portion thereof) of
the Lease Term the Airframe or any Engine operated more cycles than the maximum number of cycles
which would result from an hour/cycle ratio of , LESSEE will pay LESSOR as additional Rent US$ for
each Airframe cycle and US$ for each Engine cycle the Airframe and any Engine actually operated
during such calendar year (or portion thereof) in excess of the number of cycles which result from
an hour/cycle ratio of . A calculation will be made as of December 31 of each year and as of the
Termination Date and such additional Rent will be due and payable by LESSEE on the date on which
the next Reserves payment is due following such hour/cycle calculation period.





Example: If the Airframe operated hours in a calendar year, it would have cycles
resulting from an hour/cycle ratio of . If in fact the Airframe operated cycles in such
calendar year, the Airframe operated excess cycles in such calendar year and LESSEE will
pay LESSOR US$ ( excess cycles x US$ = US$).




Similarly, if an Engine operated cycles in such calendar year, such Engine operated excess
cycles in such calendar year and LESSEE will pay LESSOR US$ ( excess cycles x US$ = US$).



ARTICLE 5

SECURITY DEPOSIT, TRANSACTION FEE,
RENT, RESERVES AND OTHER PAYMENTS





17









 







5.7 LESSOR’s Bank Account. The Security Deposit, Transaction Fee, Rent, Reserves and any
other payment due under this Lease will be paid by wire transfer of immediately available U.S.
Dollar funds to LESSOR’s bank account at:



International Lease Finance Corporation

Account No. 910-274-9067

JPMorgan Chase Bank

270 Park Avenue

New York, New York 10017

ABA# 021000021



or to such other bank account as LESSOR may from time to time designate by written notice
(“LESSOR’s Bank”). When it is stated in this Lease that an installment of the Security
Deposit, the Rent, Reserves or any other payment is due or must be paid or made by LESSEE by a
specific date, then such payment actually must be received by LESSOR’s Bank on or before such
specific date, even if, in order for such payment to be received by LESSOR’s Bank by such specific
date, LESSEE must initiate the wire transfer prior to such specific date.



5.8 Default Interest. If LESSOR’s Bank does not receive the Rent or any other amount on
or before the specific date when due, LESSOR will suffer loss and damage the exact nature and
amount of which are difficult or impossible to ascertain. LESSEE will pay LESSOR as supplemental
Rent (by way of agreed compensation and not as a penalty) interest on any due and unpaid amounts
payable by LESSEE under this Lease. Interest will be calculated at a per annum rate (based on a
360-day year) which is equal to 5% plus the Prime Rate in effect on the date on which the amount
was originally due for the period from the date the amount originally was due through the date the
amount actually is received at LESSOR’s Bank or, in the case of LESSOR’s performance of LESSEE’s
obligations hereunder, from the date of payment by LESSOR through the date of LESSEE’s repayment to
LESSOR (“Default Interest”). Default Interest will accrue on a day-to-day basis and be
compounded monthly.



5.9 Increase in Rent. If, at any time during the Lease Term, either (a) LESSEE fails to
make any three consecutive payments of Rent, Reserves or Security Deposit installments (or any
combination thereof) as and when required by the Lease or (b) any single Rent, Reserves or Security
Deposit installment payment remains due and unpaid for more than 90 days, then the Rent payable by
LESSEE in accordance with Article 5.4.1 will automatically increase by 3% for the remainder of the
Lease Term, commencing with the Rent payable immediately after the first to occur of (a) or (b)
above. Nothing in this Article 5.9 will limit LESSOR’s right to receive Default Interest on such
late payments or LESSOR’s rights and remedies pursuant to Article 25 on account of such Events of
Default.



5.10 No Deductions or Withholdings. All payments by LESSEE under this Lease, including
the Security Deposit, Transaction Fee, Rent, Reserves, Default Interest, fees,




ARTICLE 5

SECURITY DEPOSIT, TRANSACTION FEE,
RENT, RESERVES AND OTHER PAYMENTS




18









 







indemnities or any
other item, will be made in full without any deduction or withholding whether in respect of
set-off, counterclaim, duties, or Taxes (as defined in Article 16) imposed in the State of
Registration or any jurisdiction from which such payments are made unless LESSEE is prohibited by
Law from doing so, in which event LESSEE will gross up the payment amount
such that the net payment received by LESSOR after any deduction or withholding equals the amounts
called for under this Lease. LESSEE will also do all of the following:




5.10.1 Ensure that the deduction or withholding does not exceed the minimum amount legally
required;



5.10.2 Pay to the relevant Government Entities within the period for payment permitted by
applicable Law the full amount of the deduction or withholding (including the full amount of
any deduction or withholding from any additional amount paid pursuant hereto); and



5.10.3 Furnish to LESSOR within 30 days after each payment an official receipt of the relevant
Government Entities involved for all amounts so deducted or withheld.


5.11 Value Added Taxes. The Rent and other amounts payable by LESSEE under this
Lease are exclusive of any value added tax, turnover tax or similar tax or duty.



5.12 Wire Transfer Disbursement Report. At the time of each Rent or other payment,
LESSEE will advise LESSOR in writing of the payment being made by LESSEE and the allocation of such
payment to the Security Deposit, Rent, Reserves, Default Interest and other charges.
Notwithstanding the allocation set forth in LESSEE’s report, in the event LESSEE is in default
under this Lease, LESSOR will have complete discretion to allocate LESSEE’s payments as LESSOR
determines.




5.13 Net Lease.




5.13.1 This Lease is a net lease and LESSEE’s obligation to pay Rent and make other payments in
accordance with this Lease will be absolute and unconditional under any and all circumstances
and regardless of other events, including the following:




(a) any right of set-off, counterclaim, recoupment, defense or other right (including
any right of reimbursement) which LESSEE may have against LESSOR, Prior Lessee,
Manufacturer, the Engine manufacturer or any other person for any reason, including
any claim LESSEE may have for the foregoing;




(b) unavailability or interruption in use of the Aircraft for any reason, including a
requisition thereof or any prohibition or interference with or other restriction
against LESSEE’s use, operation or possession of the Aircraft (whether by Law or



ARTICLE 5

SECURITY DEPOSIT, TRANSACTION FEE,
RENT, RESERVES AND OTHER PAYMENTS




19









 









otherwise), any defect in title, airworthiness, merchantability, fitness for any
purpose, condition, design, specification or operation of any kind or nature of the
Aircraft, the ineligibility of the Aircraft for any particular use or trade or for
registration under the Laws of any jurisdiction or Total Loss of the Aircraft;




(c) insolvency, bankruptcy, reorganization, arrangement, readjustment of debt,
dissolution, liquidation, receivership, administration or similar proceedings by or
against LESSOR, LESSEE, Prior Lessee, Manufacturer, the Engine manufacturer or any
other Person;




(d) invalidity or unenforceability or lack of due authorization of or other defect in
this Lease;




(e) failure or delay on the part of any party to perform its obligations under this
Lease; or




(f) any other circumstance which but for this provision would or might have the effect
of terminating or in any other way affecting any obligation of LESSEE hereunder.



5.13.2 Nothing in Article 5.13 will be construed to limit LESSEE’s rights and remedies in the event
of LESSOR’s breach of its covenant of quiet enjoyment set forth in Article 21.2 or to limit
LESSEE’s rights and remedies to pursue in a court of law any claim it may have against LESSOR
or any other Person.


5.14 Currency Indemnity. If under any applicable Law, whether as a result of a judgment
against LESSEE or the liquidation of LESSEE or for any other reason, any payment hereunder is
required to be made or recovered in a currency other than Dollars then, to the extent that the
payment (when converted into Dollars at the “rate of exchange” on the date of payment or, in the
case of a liquidation, the latest date for the determination of liabilities permitted by the
applicable Law) falls short of the amount payable under this Lease, LESSEE will as a separate and
independent obligation, fully indemnify LESSOR against the amount of the shortfall. If the amount
received by LESSOR upon converting the payment into Dollars exceeds the amount payable under this
Lease, LESSOR will remit such excess to LESSEE. For the purposes of this paragraph “rate of
exchange” means the rate at which LESSOR is able on the relevant date to purchase Dollars in
New York or London (at LESSOR’s option) with such other currency.



5.15 LESSOR Performance of LESSEE Obligation. If LESSEE fails to make any payment under
this Lease to a third party in connection with the Aircraft or fails to perform any other
obligation required under this Lease, LESSOR may (but is not required to) at its election and
without waiver of its rights perform such obligation and/or pay such amount. Within five Business
Days after written notice to LESSEE of the amount paid by LESSOR on behalf of LESSEE, LESSEE will
repay such amount to LESSOR together with Default Interest. Such




ARTICLE 5

SECURITY DEPOSIT, TRANSACTION FEE,
RENT, RESERVES AND OTHER PAYMENTS




20









 







payment to LESSOR will constitute
additional Rent payable by LESSEE to LESSOR hereunder. Any payment, performance or compliance by
LESSOR of a LESSEE obligation hereunder will not affect the occurrence or continuance of a Default
or Event of Default, as the case may be.



5.16 Consideration for Rent and other Amounts. The amount of the Rent and other payments
contained in this Lease are in consideration of LESSEE’s waiver of warranties and acceptance of the
disclaimers and LESSEE’s provision of indemnities set forth in Articles 8 and 17, respectively,
and the other provisions of this Lease.




ARTICLE 5

SECURITY DEPOSIT, TRANSACTION FEE,
RENT, RESERVES AND OTHER PAYMENTS





21











 






ARTICLE 6 DELIVERY CONDITION AND INSPECTION OF AIRCRAFT



6.1 LESSEE Selection of Aircraft. LESSEE COVENANTS TO LESSOR THAT LESSEE HAS USED ITS
OWN JUDGMENT IN SELECTING THE AIRCRAFT AND HAS DONE SO BASED ON ITS SIZE, DESIGN AND TYPE. LESSEE
ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER, REPAIRER OR SERVICING AGENT OF THE AIRCRAFT.



6.2 Condition at Delivery. LESSOR has advised LESSEE that at Delivery the Aircraft will
be as set forth in Exhibit A and in the condition set forth in Exhibit B. To the extent that at
Delivery there are non-substantial or minor deviations from the condition set forth in Exhibit B
which do not affect the airworthiness of the Aircraft, LESSEE will nonetheless accept the Aircraft
and LESSEE and LESSOR will adjust the return conditions of the Aircraft set forth in Article 23
accordingly.



6.3 LESSEE Inspection of Aircraft at Delivery. LESSEE will have the ground inspection
and acceptance flight rights set forth in Exhibit B. LESSEE acknowledges that, as between LESSEE
and LESSOR, in accepting the Aircraft LESSEE is relying on its own inspection and knowledge of the
Aircraft in determining whether the Aircraft meets the requirements of this Lease.



6.4 Delivery of Aircraft to LESSEE. Subject to LESSEE having performed all of the
conditions precedent to Delivery set forth in this Lease (or LESSOR’s waiver of one or more of such
conditions precedent), immediately following redelivery of the Aircraft from Prior Lessee to
LESSOR, LESSOR will deliver the Aircraft to LESSEE at the Delivery Location. Upon tender of the
Aircraft by LESSOR to LESSEE in the condition required by Article 6.2, LESSEE will accept the
Aircraft and the date of tender by LESSOR to LESSEE will be deemed to be the Delivery Date for all
purposes under this Lease, including the commencement of LESSEE’s obligation to pay Rent hereunder.
However, nothing in this Lease will obligate LESSOR to deliver the Aircraft to LESSEE if LESSEE
has not complied with the conditions contained in Articles 7.1 and 7.2.



6.5 LESSEE Acceptance of Aircraft. If LESSEE fails to (a) comply with the conditions
contained in Articles 7.1 and 7.2 so as to allow Delivery to take place immediately following
redelivery of the Aircraft by Prior Lessee to LESSOR or (b) take delivery of the Aircraft when
properly tendered for delivery by LESSOR in the condition required hereunder, LESSEE will indemnify
LESSOR for all costs and expenses incurred by LESSOR as a result thereof.




ARTICLE 6

DELIVERY CONDITION AND

INSPECTION OF AIRCRAFT




22









 






ARTICLE 7 PRE-DELIVERY, DELIVERY AND POST-DELIVERY DOCUMENTARY AND OTHER
REQUIREMENTS



7.1 Pre-Delivery Requirements. LESSEE will do each of the following prior to the
Scheduled Delivery Date of the Aircraft within the time frames set forth below:



7.1.1 Within one month after execution of this Lease, LESSEE will deliver to LESSOR each of the
following:




(a) copies of resolutions of the Board of Directors of LESSEE or other written
evidence of appropriate action, duly certifying and authorizing the lease of the
Aircraft hereunder and the execution, delivery and performance of this Lease, together
with an incumbency certificate as to the person or persons authorized to execute and
deliver documents on behalf of LESSEE hereunder;




(b) a letter from the Aviation Authority in the form and substance of Exhibit F; and




(c) an opinion of counsel in the form and substance of Exhibit H.



7.1.2 At least 14 days prior to the Scheduled Delivery Date, LESSEE will do each of the following:




(a) have delivered to LESSOR a Certificate of Insurance and Brokers’ Letter of
Undertaking in the form and substance of Exhibits C and D evidencing insurance of the
Aircraft in accordance with this Lease from the Delivery Date; and




(b) have delivered to Manufacturer, with a copy to LESSOR, a Certificate of Insurance
in the form and substance of Exhibit E evidencing insurance of the Aircraft in
accordance with this Lease from the Delivery Date.



7.1.3 At least Business Days prior to the Scheduled Delivery Date, LESSEE will do each of the
following:




(a) pay to LESSOR the first installment of Rent in accordance with Article 5.4.2;




(b) if the Cape Town Convention has been or is ratified or made applicable in , then
cause the interests of LESSOR in the Aircraft (including in the Engines), this Lease
and the other Operative Documents to be registered in the International



ARTICLE 7

PRE-DELIVERY, DELIVERY AND POST-DELIVERY

DOCUMENTARY AND OTHER REQUIREMENTS




23









 






Registry to the fullest extent such interests may be registered, including by
consenting to or causing such registration via a “designated entry point” (as such
term is defined in the Cape Town Convention) in ;




(c) provide LESSOR with documents evidencing that LESSEE has obtained any necessary
licenses for the importation and ferrying of the Aircraft into and that all
applicable customs duties and sales taxes in respect of the Aircraft have been
discharged by LESSEE (or arrangements satisfactory to LESSOR have been made for
obtaining or paying for the same), such that at return of the Aircraft to LESSOR no
additional fees, duties or taxes will be payable in order to export the Aircraft from;




(d) provide LESSOR with documents reasonably requested by LESSOR evidencing the
issuance of each approval, license and consent which may be required in connection
with the remittance to LESSOR of any amount payable under this Lease or the
performance by LESSEE of any of its obligations hereunder (including without
limitation any exchange control approval);




(e) provide LESSOR with a copy of such Aviation Documents as may be available prior to
the Scheduled Delivery Date;




(f) provide LESSOR with a power of attorney empowering LESSEE’s representative,
who may be an officer or employee of LESSEE, to accept the Aircraft on behalf of
LESSEE;




(g) provide LESSOR with a power of attorney in the form of Exhibit I;




(h) provide LESSOR with a power of attorney for purposes of the Cape Town Convention
in the form of Exhibit J; and




(i) provide LESSOR with such other documents as LESSOR may reasonably request.



7.2 Delivery Requirements. On the Delivery Date of the Aircraft, each of the following
will occur:



7.2.1 LESSEE will execute and deliver to LESSOR an Estoppel and Acceptance Certificate in the form
of Exhibit G covering the Aircraft and effective as of the Delivery Date.



7.2.2 LESSEE will deliver a certificate signed by an officer of LESSEE stating all of the
following:




ARTICLE 7

PRE-DELIVERY, DELIVERY AND POST-DELIVERY

DOCUMENTARY AND OTHER REQUIREMENTS



24









 









(a) the representations and warranties contained in Article 20 are true and accurate
on and as of the Delivery Date as though made on and as of such date
(except to the extent that such representations and warranties relate solely to an
earlier date); and




(b) no Default or Event of Default has occurred and is continuing or will result from
LESSEE’s lease of the Aircraft hereunder.



7.2.3 LESSEE’s counsel will deliver an opinion confirming the matters set forth in the opinion of
counsel described in Article 7.1 and advising that all filing and other requirements described
in the earlier opinion of counsel have been met.



7.2.4 If any Creditor Agreement provides or contemplates that such Creditor will obtain any
right, title or interest in an Engine which is installed on such Creditor’s aircraft, LESSEE
will deliver to LESSOR an engines cooperation agreement in form and substance acceptable to
LESSOR which is executed by LESSEE and LESSEE’s Creditors (as defined therein).



7.2.5 LESSEE and LESSOR will execute assignments of Manufacturer and Engine manufacturer rights in
the form and substance of Exhibits K and L, respectively.



7.2.6 LESSEE will deliver to LESSOR a copy of such Aviation Documents as have not been previously
delivered which are available.



7.3 Post-Delivery Requirements.



7.3.1 Within seven days after Delivery, if not previously provided, LESSEE will do each of the
following:




(a) procure registration of the Aircraft in the register of aircraft of the State of
Registration showing LESSOR as the owner and provide evidence of the same to LESSOR;




(b) provide LESSOR with copies of all Aviation Documents not previously delivered;




(c) if the Aircraft could not be registered at Delivery, provide LESSOR with a
follow-up opinion of counsel advising that the Aircraft has been registered in the
State of Registration and that all necessary filings have been made;



ARTICLE 7

PRE-DELIVERY, DELIVERY AND POST-DELIVERY

DOCUMENTARY AND OTHER REQUIREMENTS




25









 






(d) if the Aircraft was not imported into at Delivery, provide LESSOR with a
follow-up opinion advising that all import and customs formalities in have been
complied with; and




(e) if the Cape Town Convention has been or is ratified or made applicable in and the
interests of LESSOR in the Aircraft (including in the Engines), this Lease and the
other Operative Documents have not already been registered in the International
Registry, make or consent to all applicable registrations.



ARTICLE 7

PRE-DELIVERY, DELIVERY AND POST-DELIVERY

DOCUMENTARY AND OTHER REQUIREMENTS




26









 






ARTICLE 8 DISCLAIMERS AND WAIVERS



          ANY COMMITMENT OR COVENANT ON THE PART OF LESSOR REGARDING THE CONDITION OF THE AIRCRAFT
EXPIRES AFTER DELIVERY AND THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS ARTICLE 8 REGARDING THE
CONDITION OF THE AIRCRAFT WILL THEN APPLY. THUS, FROM AND AFTER THE TIME OF LESSEE’S ACCEPTANCE OF
THE AIRCRAFT AND EXECUTION OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE, AS BETWEEN LESSOR AND
LESSEE:




8.1
“As Is, Where Is”. LESSEE AGREES THAT IT IS LEASING THE AIRCRAFT “AS IS, WHERE IS”.
LESSEE UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT NEITHER LESSOR NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES OR REPRESENTATIVES HAVE MADE OR WILL BE DEEMED TO HAVE MADE ANY TERM,
CONDITION, REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED (WHETHER STATUTORY OR OTHERWISE)
AS TO, AND LESSEE HEREBY WAIVES ANY EXPRESS OR IMPLIED WARRANTY OR COVENANT (WHETHER STATUTORY OR
OTHERWISE) AS TO (a) THE CAPACITY, AGE, AIRWORTHINESS, VALUE, QUALITY, DURABILITY, CONFORMITY TO
THE PROVISIONS OF THIS LEASE, DESCRIPTION, CONDITION (WHETHER OF THE AIRCRAFT, ANY ENGINE, ANY PART
THEREOF OR THE AIRCRAFT DOCUMENTATION), DESIGN, WORKMANSHIP, MATERIALS, MANUFACTURE, CONSTRUCTION,
OPERATION, DESCRIPTION, STATE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR USE OR
PURPOSE (INCLUDING THE ABILITY TO OPERATE OR REGISTER THE AIRCRAFT OR USE THE AIRCRAFT
DOCUMENTATION IN ANY OR ALL JURISDICTIONS) OR SUITABILITY OF THE AIRCRAFT OR ANY PART THEREOF, OR
THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, KNOWN OR UNKNOWN, APPARENT OR
CONCEALED, EXTERIOR OR INTERIOR, (b) THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK,
COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS, (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR (d) ANY OTHER REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, ALL OF WHICH ARE HEREBY
EXPRESSLY EXCLUDED AND EXTINGUISHED.



8.2 Waiver of Warranty of Description. LESSEE HEREBY AGREES THAT ITS ACCEPTANCE
OF THE AIRCRAFT AT DELIVERY AND ITS EXECUTION AND DELIVERY OF THE ESTOPPEL AND ACCEPTANCE
CERTIFICATE CONSTITUTE LESSEE’S WAIVER OF THE WARRANTY OF DESCRIPTION, ANY CLAIMS LESSEE MAY HAVE
AGAINST LESSOR BASED UPON THE FAILURE OF THE AIRCRAFT TO



ARTICLE 8

DISCLAIMERS AND WAIVERS




27









 





CONFORM WITH SUCH DESCRIPTION AND ANY AND
ALL RIGHTS IT MAY HAVE
TO THE REMEDIES SET FORTH IN SECTIONS 10508 THROUGH 10522 OF THE CALIFORNIA COMMERCIAL CODE. EVEN
IF AT ANY TIME THE FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION SUBSTANTIALLY IMPAIRS THE
VALUE AND UTILITY OF THE AIRCRAFT AND EITHER (i) LESSEE ACCEPTED THE AIRCRAFT BASED ON A REASONABLE
ASSUMPTION THAT THE NONCONFORMITY WOULD BE CURED AND IT WAS NOT SEASONABLY CURED OR (ii) LESSEE
ACCEPTED THE AIRCRAFT WITHOUT DISCOVERING THE NONCONFORMITY BUT LESSEE’S ACCEPTANCE OF THE AIRCRAFT
WAS REASONABLY INDUCED EITHER BY LESSOR’S ASSURANCES OR BY THE DIFFICULTY OF DISCOVERING ANY DEFECT
PRIOR TO ACCEPTANCE, LESSEE AGREES NOT TO LOOK TO LESSOR FOR DAMAGES OR RELIEF ARISING OUT OF THE
FAILURE OF THE AIRCRAFT TO CONFORM TO SUCH DESCRIPTION.



8.3 LESSEE Waiver. LESSEE HEREBY WAIVES AS BETWEEN ITSELF AND LESSOR AND AGREES NOT TO
SEEK TO ESTABLISH OR ENFORCE ANY RIGHTS OR REMEDIES, EXPRESS OR IMPLIED (WHETHER STATUTORY, IN
CONTRACT OR TORT OR UNDER ANY STRICT LIABILITY OR OTHER THEORY) AGAINST LESSOR OR THE AIRCRAFT
RELATING TO ANY OF THE MATTERS MENTIONED IN ARTICLES 8.1 OR 8.2 OR THE CONDITION OF THE AIRCRAFT,
REGARDLESS OF THE NEGLIGENCE, ACTIVE OR PASSIVE OR ANY OTHER TYPE, OF LESSOR.



8.4 Conclusive Proof. DELIVERY BY LESSEE TO LESSOR OF THE ESTOPPEL AND ACCEPTANCE
CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE’S TECHNICAL EXPERTS
HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND ENGINES AND (a) EACH IS AIRWORTHY AND IN GOOD
WORKING ORDER AND REPAIR AND (b) THE AIRCRAFT AND ENGINES AND THE AIRCRAFT DOCUMENTATION ARE
WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT DELIVERY) AND IN EVERY WAY SATISFACTORY TO LESSEE.



8.5 No Liability to Repair or Replace. LESSOR will not be liable for any expense in
repairing or replacing any item of the Aircraft or be liable to supply another aircraft or any item
in lieu of the Aircraft or any Part thereof if the same is lost, confiscated, damaged, destroyed or
otherwise rendered unfit for use.



8.6 No Waiver. Nothing in this Article 8 or elsewhere in this Lease will be deemed to be
a waiver by LESSEE of any rights it may have against Manufacturer, the Engine manufacturer or any
other Person.



8.7 Consideration for Disclaimers and Waivers. LESSEE’s waiver of warranties and
acceptance of the disclaimers set forth in this Article 8 are made in consideration of (a) LESSEE’s
rights hereunder to inspect the Aircraft, (b) LESSOR’s assignment to LESSEE of



ARTICLE 8

DISCLAIMERS AND WAIVERS




28









 





any existing and
assignable warranties of Manufacturer and the Engine manufacturer and (c) the amount of the Rent
and other payments contained in this Lease.



ARTICLE 8

DISCLAIMERS AND WAIVERS




29









 






ARTICLE 9 MANUFACTURERS’ AND VENDORS’ WARRANTIES



9.1 Warranties. As set forth in Article 7.2.5, at Delivery LESSOR will assign to LESSEE
for the duration of the Lease Term the benefit of all warranties and indemnities given to LESSOR by
Manufacturer and the Engine manufacturer relating to the Aircraft. Effective on the Delivery Date,
all other assignable vendor warranties with respect to the Aircraft are hereby assigned by LESSOR
to LESSEE.



9.2 Warranties for Work Performed during Lease Term. At the time LESSEE has work
performed on the Aircraft, an Engine or any Part during the Lease Term, LESSEE will obtain the
written agreement of Manufacturer, the Engine manufacturer and any other vendor or repair facility
performing such work that the warranties received by LESSEE for such work are assignable to and
extend to the benefit of the owner and any subsequent operator of the Aircraft or Engine after the
Termination Date.



9.3 Reassignment. On the Termination Date, the benefit of any warranty assigned by
LESSOR to LESSEE pursuant to Articles 7.2.5 and 9.1 will be reassigned automatically to LESSOR or
its designee. At LESSOR’s election, LESSEE’s rights under such warranties (including LESSEE’s
claims and rights to payment thereunder) will revert to LESSOR during any period in which an Event
of Default is continuing. Similarly, any additional warranties received by LESSEE from
Manufacturer, the Engine manufacturer and any other vendor or repair facility for work performed on
the Aircraft, Engine or any Part during the Lease Term will be automatically assigned by LESSEE to
LESSOR or its designee on the Termination Date. LESSEE at its own cost and expense will do all
such things and execute such documents as may be required for these purposes.



9.4 Warranty Claims. LESSEE will diligently and promptly pursue any valid claims it may
have against Manufacturer and others under such warranties with respect to the Aircraft.




ARTICLE 9

MANUFACTURERS’ AND VENDORS’ WARRANTIES




30









 






ARTICLE 10 OPERATION OF AIRCRAFT



10.1 Costs of Operation. LESSEE will pay all costs incurred in the operation of the
Aircraft during the Lease Term and until the Termination Date, for profit or otherwise, including
the costs of flight crews, cabin personnel, fuel, oil, lubricants, maintenance, insurance, storage,
landing and navigation fees, airport charges, passenger service and any and all other expenses of
any kind or nature, directly or indirectly, in connection with or related to the use, movement and
operation of the Aircraft.



10.2 Compliance with Laws. LESSEE agrees throughout the Lease Term and until the
Termination Date to maintain operational control of the Aircraft and use the Aircraft in accordance
with applicable Laws of the State of Registration and of any country, state, territory or
municipality into or over which LESSEE may operate. LESSEE will not employ, suffer or cause the
Aircraft to be used in any business which is forbidden by Law or in any manner which may render it
liable to condemnation, destruction, seizure, or confiscation by any authority. LESSEE will not
permit the Aircraft to fly to any airport or country if so doing would cause LESSEE or LESSOR to be
in violation of any Law applicable to either of them or the Aircraft.



10.3 Training. LESSEE will not use the Aircraft for testing or for training of flight
crew members other than LESSEE crew members and will not use the Aircraft for training any more
than it utilizes for training the other aircraft in its fleet.



10.4 No Violation of Insurance Policies. LESSEE will not use or permit the Aircraft to
be used in any manner or for any purpose which is not covered by the insurance policies LESSEE is
required to carry and maintain as set forth in this Lease. LESSEE will not carry any goods of any
description excepted or exempted from such policies or do any other act or permit to be done
anything which could reasonably be expected to invalidate or limit any such insurance policies.



10.5 Flight and Airport Charges.




	10.5.1	 	LESSEE will pay promptly when due all airport or enroute navigation charges (including
Eurocontrol charges), navigation service charges, landing fees and all charges payable by
LESSEE for the use of or for services provided at any airport, whether in respect of the
Aircraft or any other aircraft of LESSEE.
	 
	10.5.2	 	If requested by LESSOR, LESSEE will provide LESSOR with a list of the airports to
which LESSEE regularly operates the Aircraft or its other aircraft. LESSEE hereby authorizes
Eurocontrol or any other aviation authority or airport or creditor claiming rights on the
Aircraft to confirm to LESSOR the status of LESSEE’s





ARTICLE 10

OPERATION OF AIRCRAFT




31









 






	 	 	payments to such creditor for the Aircraft and LESSEE’s other aircraft, as and when
requested by LESSOR.





ARTICLE 10

OPERATION OF AIRCRAFT





32









 









ARTICLE 11 SUBLEASES



11.1 No Sublease without LESSOR Consent. LESSEE WILL NOT SUBLEASE OR PART WITH
POSSESSION OF THE AIRCRAFT (EXCEPT FOR MAINTENANCE AND REPAIR) AT ANY TIME WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR (NOT TO BE UNREASONABLY WITHHELD) AND IN ACCORDANCE WITH SUCH
REQUIREMENTS AS MAY FROM TIME TO TIME BE AGREED IN WRITING BETWEEN LESSOR AND LESSEE. NO
SUBLEASING OF AN ENGINE WILL BE PERMITTED.



11.2 LESSOR Costs. LESSEE will indemnify LESSOR on demand for all out-of-pocket expenses
(including legal fees) incurred in connection with LESSOR’s assessment of the subleasing proposal
(whether or not LESSOR’s consent to such sublease is ultimately given) and implementation of the
sublease.



11.3 Any Approved Sublease. Any sublease approved by LESSOR will be for a term no
greater than the remaining Lease Term. The applicable sublease agreement will contain provisions
consistent with this Lease protecting LESSOR’s title to the Aircraft, providing appropriate LESSOR
disclaimers and indemnities, regarding the maintenance and repair standards for the Aircraft and
concerning the insurances which will be carried by the sublessee and the circumstances which
constitute a Total Loss of the Aircraft. Any such sublease will be subject and subordinate to this
Lease. LESSOR will have an opportunity to review the proposed sublease agreement in advance in
order to determine that it meets the requirements of this Article 11.3. In its sole discretion,
LESSOR may require an opinion of counsel in connection with such sublease, including LESSOR’s right
to repossess the Aircraft in the event of an Event of Default hereunder or under the sublease.
LESSEE will not amend the terms of any approved sublease agreement without the prior written
consent of LESSOR, which will not be unreasonably withheld. LESSEE will carry the contingent
insurances described in Article 18.15 for the term of an approved sublease.



11.4 Assignment of Sublease. Any approved sublease will be assigned to LESSOR as
security. LESSEE will deliver the original counterpart of the sublease to LESSOR and make any
filings necessary to protect LESSOR’s security interest.



11.5 Application of Cape Town Convention. At LESSOR’s request, LESSEE will cause such
sublease and LESSEE’s assignment of such sublease to LESSOR to be registered in the International
Registry to the fullest extent such interests may be registered. In addition, LESSEE will obtain
in favor of LESSOR a power of attorney from the approved sublessee for purposes of the Cape Town
Convention in the form of Exhibit J.



ARTICLE 11

SUBLEASES




33









 





11.6 Wet Leases. The wet leasing of the Aircraft during the Lease Term (in which
LESSEE and its crews retain operational control of the Aircraft) will not be considered a
sublease of the Aircraft and will be permitted without LESSOR’s consent, provided that (a) the
Aircraft remains registered in the State of Registration, (b) the Aircraft will neither be based in
nor operated in or to a Prohibited Country, (c) LESSEE provides LESSOR with either a certified copy
of the applicable provisions from the wet lease agreement or an officer’s certificate indicating
whether LESSEE or the wet lessee will be responsible for maintaining the primary passenger, baggage
and cargo liability insurance relating to operation under the wet lease and (d) LESSEE complies
with Article 18.16.



11.7 Continued Responsibility of LESSEE. LESSEE will continue to be responsible for
performance of its obligations under this Lease during any period of sublease or wet lease.




ARTICLE 11

SUBLEASES




34









 






ARTICLE 12 MAINTENANCE OF AIRCRAFT



12.1 General Obligation. During the Lease Term and until the Termination Date, LESSEE
alone has the obligation, at its expense, to maintain and repair the Aircraft, Engines, APU and all
of the Parts (a) in accordance with the Maintenance Program, (b) in accordance with the rules and
regulations of the Aviation Authority, (c) in accordance with Manufacturer’s type design, (d) in
accordance with any other regulations or requirements necessary in order to maintain a valid
Certificate of Airworthiness for the Aircraft and meet the requirements at all times during the
Lease Term and upon return of the Aircraft to LESSOR for issuance of a Standard Certificate of
Airworthiness for transport category aircraft issued by the FAA in accordance with FAR Part 21
(except during those periods when the Aircraft is undergoing maintenance or repairs as required or
permitted by this Lease and to the extent in conflict with the requirements of the Aviation
Authority) and (e) in the same manner and with the same care as used by LESSEE with respect to
similar aircraft and engines operated by LESSEE and without in any way discriminating against the
Aircraft.



12.2 Specific Engine Requirements.




	12.2.1	 	No Engine will remain in an unserviceable condition for more than three months.
	 
	12.2.2	 	When replacing Parts in an Engine, LESSEE will use original equipment manufacturer parts
(“OEM Parts”). If LESSEE wishes to replace Parts in an Engine with parts which are
not OEM Parts, LESSEE must obtain approval from LESSOR before such parts are installed. If
given, LESSOR’s approval will generally be given only for the installation of parts
manufactured in accordance with FAR Part 21.303 (or its EASA equivalent) (“PMA Parts”)
which are consumable parts such as brackets, gaskets and seals. The use of stationary and
high energy rotating PMA Parts in the gaspath will not be approved by LESSOR. Any proposed
repair to an OEM Part or PMA Part in an Engine which has been approved by an FAA Designated
Engineering Representative (DER) (or its EASA equivalent) must also be authorized by LESSOR
prior to performance of the repair, such LESSOR authorization not to be unreasonably withheld.
	 
	12.2.3	 	LESSEE will not discriminate against the Engines with respect to build standards and
life-limited Part replacements. Without limiting the foregoing, at any shop visit during
which a Module Performance Restoration is performed on any one of the Engine Modules, LESSEE
will (a) build the Engine life-limited Parts to at least cycles remaining and (b) perform, at
a minimum, a workscope sufficient to allow such Engine to achieve at least hours and cycles
of operation following such shop visit.





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	12.2.4	 	With respect to the last Engine shop visit of an Engine prior to return of the Aircraft,
LESSEE will submit to LESSOR at least 30 days in advance the intended workscope of such shop
visit. If LESSOR requests, LESSEE will perform additional work at such shop visit at LESSOR’s
cost.
	 
	12.2.5	 	LESSEE will not enter into any Engine maintenance cost per flight hour, power-by-the-hour or
similar agreement with the Engine manufacturer or any other Engine maintenance facility or
organization without LESSOR’s prior written consent. LESSEE will be responsible at its cost
for performing all work necessary to meet the return conditions with respect to the Engines
set forth in Article 23 even if such work is not covered by LESSEE’s Engine maintenance
agreement. Without limiting the foregoing, any such Engine maintenance agreement will provide
that:






(a) LESSOR will receive and retain the Engine Performance Restoration Reserves paid by
LESSEE with respect to an Engine until an Engine shop visit has been completed and the
applicable Engine has been released to LESSEE;




(b) LESSEE will pay the Engine maintenance facility directly for any costs in excess
of the amount reimbursable from the Engine Performance Restoration Reserves, including
any differential between the hourly Engine Performance Restoration Reserves payable by
LESSEE to LESSOR and the hourly rates charged by the Engine maintenance facility; and




(c) LESSEE will pay the Engine maintenance facility directly for any services provided
by the Engine maintenance facility over and above repair of the Engines, such as trend
monitoring, spare engines or spare parts.



12.3 Specific Obligations. Without limiting Article 12.1, LESSEE agrees that such
maintenance and repairs will include but will not be limited to the specific items set forth in
this Article 12.3.




	12.3.1	 	LESSEE will perform all routine and non-routine maintenance work in accordance with the
Maintenance Program.
	 
	12.3.2	 	LESSEE will perform all Airworthiness Directives, all alert service bulletins of
Manufacturer, the Engine manufacturer and other vendors or manufacturers of Parts incorporated
on the Aircraft and all service bulletins which must be performed in order to maintain the
warranties on the Aircraft, Engines, APU and Parts.
	 
	12.3.3	 	LESSEE will incorporate in the Aircraft all other service bulletins of Manufacturer, the
Engine manufacturer and other vendors which LESSEE schedules to adopt within the Lease Term
for the rest of its aircraft fleet. It is the intent of the parties





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	 	 	that, in terms of
service bulletin compliance (including method of compliance) and
other maintenance matters, the Aircraft not be discriminated against in comparison to
the rest of LESSEE’s fleet.
	 
	12.3.4	 	LESSEE’s Maintenance Program for the Aircraft will include a corrosion prevention and
control program as recommended by Manufacturer and all discrepancies will be corrected in
accordance with the recommendations of Manufacturer and the Structural Repair Manual. In
addition, all inspected areas will be properly treated with corrosion inhibitor as recommended
by Manufacturer.
	 
	12.3.5	 	If LESSEE performs structural inspections or tasks on its fleet on a sampling basis, then
all such structural inspections or tasks will be performed on the Aircraft. LESSEE will
provide LESSOR with written summaries of the sampling programs involving or affecting the
Aircraft.
	 
	12.3.6	 	All Aircraft Documentation will be in English and in an up-to-date status.
	 
	12.3.7	 	All hard-time, time-controlled, time-tracked and life-limited Parts which are
installed on the Aircraft will have an FAA Form 8130-3 evidencing the airworthiness of such
Part at the time of installation on the Aircraft. In the case of life-limited Parts, the
documentation will also state the total hours and cycles since new. In the case of hard-time,
time-controlled or time-tracked Parts, the documentation will also state the time since last
Overhaul or refurbishment, will have a reference to the relevant section of the Component
Maintenance Manual under which the Part was Overhauled or refurbished, as applicable, and will
identify the FAA-approved repair agency which performed the last Overhaul or refurbishment.
	 
	12.3.8	 	All Parts other than those referred to in Article 12.3.7 installed on the Aircraft will have
FAA-acceptable or EASA-acceptable documentation demonstrating that such Parts were airworthy
at the time of installation on the Aircraft.
	 
	12.3.9	 	All repairs and Modifications and the addition, removal or replacement of equipment, systems
or components will be properly documented in accordance with the rules and regulations of the
Aviation Authority and reflected in the Aircraft Documentation, including Manufacturer’s
manuals. In addition, all repairs to the Aircraft will be accomplished in accordance with
Manufacturer’s Structural Repair Manual (or FAA-approved data supported by an FAA Form 8110-3
or FAA Form 8100-9) (or EASA-approved data supported by DGAC Repair Design Approval Sheets or
its EASA equivalent). All Modifications will also be accomplished in accordance with
FAA-approved data supported by an FAA Form 8110-3, FAA Form 8100-9 or FAA supplemental type
certificate. All Modifications will also be accomplished in accordance with EASA-approved data
supported by





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	 	 	DGAC-approved Repair Design Approval Sheets or its EASA equivalent or an
EASA-approved supplemental type certificate.





12.4 Replacement of Parts.




	12.4.1	 	LESSEE, at its own cost and expense, will promptly replace all Parts which may from
time to time become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond
repair or rendered unfit or beyond economical repair (BER) for use for any reason. In the
ordinary course of maintenance, service, repair, Overhaul or testing, LESSEE may remove any
Part provided that LESSEE replaces such Part as promptly as practicable. All replacement
Parts will (a) be owned by LESSEE free and clear of all Security Interests (except Permitted
Liens) of any kind or description (or, if not owned by LESSEE, LESSEE guarantees to LESSOR
such title and clearance of all Security Interests), (b) be in airworthy condition and of at
least equivalent model, service bulletin and modification status and have a value and utility
at least equal to the Parts replaced, assuming such replaced Parts were in the condition and
repair required to be maintained by the terms hereof and (c) meet the requirements of Articles
12.3.7 or 12.3.8, as applicable. So long as a substitution meets the requirements of the
Maintenance Program and Aviation Authority, LESSEE may substitute for any Part a part that
does not meet the requirements of the foregoing sentence if a complying Part cannot be
procured or installed within the available ground time of the Aircraft and as soon as
practicable the noncomplying part is removed and replaced by a complying Part. Any
replacement Parts will also comply with the requirements set forth in Article 12.2.2.
	 
	12.4.2	 	All Parts removed from the Aircraft will remain the property of LESSOR and subject to this
Lease no matter where located, until such time as such Parts have been replaced by Parts
(which have been incorporated or installed in or attached to the Aircraft) which meet the
requirements for replacement Parts specified above and title to such replacement Parts has
passed to LESSOR under the Laws of the State of Registration and the lex situs. To the extent
permitted by the Laws of the State of Registration and the lex situs, it is the intent of
LESSOR and LESSEE that without further act and immediately upon any replacement Part becoming
incorporated, installed or attached to the Aircraft as above provided, (a) title to the
removed Part will thereupon vest in LESSEE, free and clear of all rights of LESSOR, (b) title
to the replacement Part will thereupon vest in LESSOR free and clear of all rights of LESSEE
and (c) such replacement Part will become subject to this Lease and be deemed to be a Part
hereunder to the same extent as the Parts originally incorporated or installed in or attached
to the Aircraft.





12.5 Removal of Engines.



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	12.5.1	 	If an Engine is removed for testing, service, repair, maintenance, Overhaul work,
alterations, modifications or any other reason, title to such Engine will at all times remain
vested in LESSOR.
	 
	12.5.2	 	LESSEE will be entitled to remove any of the Engines from the Aircraft and install another
engine or engines on the Aircraft, provided that LESSEE complies with each of the following
obligations:






(a) the insurance requirements set forth in Article 18 and Exhibit C are in
place;




(b) LESSEE ensures that the identification plates referred to in Article 15 are not
removed from any Engine upon such Engine being detached from the Aircraft; and




(c) title to the Engine remains with LESSOR free from all Security Interests (except
Permitted Liens) regardless of the location of the Engine or its attachment to or
detachment from the Aircraft.



12.6 Removal of APU.




	12.6.1	 	If the APU is removed for testing, service, repair, maintenance, Overhaul work, alterations,
modifications or for any other reason, title to the APU will at all times remain vested in
LESSOR.
	 
	12.6.2	 	LESSEE will be entitled to remove the APU from the Aircraft and install another auxiliary
power unit on the Aircraft, provided that LESSEE complies with each of the following
obligations:






(a) the insurance requirements set forth in Article 18 and Exhibit C are in place; and




(b) title to the APU remains with LESSOR free from all Security Interests (except
Permitted Liens) regardless of the location of the APU or its attachment to or
detachment from the Aircraft.



12.7 Pooling of Engines, APU and Parts. With LESSOR’s prior written consent, not to be
unreasonably withheld, LESSEE may subject the Engines, APU and Parts to normal interchange or
pooling agreements with responsible international, scheduled commercial air carriers customary in
the airline industry and entered into by LESSEE in the ordinary course of its business with respect
to its entire fleet so long as (a) in the case of pooling of an Engine or the APU, such Engine or
APU is returned to LESSEE within two months, (b) no transfer of title to the Engine or APU occurs,
(c) all other terms of this Lease continue to be observed with respect to the Engines, APU or
Parts, including Articles 8, 10, 12, 14, 15, 16, 17, 18 and 19 and



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(d) LESSEE continues to be fully
responsible to LESSOR for the performance of all of its obligations hereunder.



12.8 Installation of Engines on other aircraft. Any Engine removed from the Aircraft may
be installed on another aircraft in LESSEE’s fleet which utilizes engines of the same type as the
Engine only if one of the situations described in this Article 12.8 exists:




	12.8.1	 	LESSEE or LESSOR has title to such other aircraft free and clear of all
Security Interests (except Permitted Liens).
	 
	12.8.2	 	LESSEE, LESSOR and all of the Creditors of LESSEE of such aircraft enter into an engines
cooperation agreement in form and substance acceptable to LESSOR in which each party agrees to
recognize one another’s rights in the engines. LESSEE will reimburse LESSOR and LESSOR’s
Lender for their reasonable attorneys’ fees and costs in negotiating and finalizing engine
cooperation agreement arrangements with LESSEE and its Creditors.
	 
	12.8.3	 	Such other aircraft is subject to a Creditor Agreement (but no other Security Interests
except Permitted Liens) which by its terms expressly or effectively states that such Creditor
and its successors and assigns will not acquire any right, title or interest in any Engine by
reason of such Engine being installed on such aircraft. LESSEE hereby agrees that if LESSOR’s
title to an Engine is in fact impaired under any such Creditor Agreement, such impairment will
be a Total Loss of such Engine and the provisions of Article 19.5 will apply. To the extent
another Creditor Agreement contains such provisions, then LESSOR hereby agrees for the benefit
of the Creditor of such Creditor Agreement that neither LESSOR nor its successors or assigns
will acquire or claim any right, title or interest in any engine in which LESSEE or another
Creditor has an interest as a result of such engine being installed on the Airframe.





12.9 Modifications.




	12.9.1	 	No Modification expected to cost over US$ or deviation from the Aircraft’s original type
design or configuration will be made without the prior written consent of LESSOR, which
consent will not be unreasonably withheld. Airworthiness Directives and Manufacturer’s
recommended service bulletins are not “Modifications” for which LESSOR consent is required.
	 
	12.9.2	 	LESSOR may review LESSEE’s proposed designs, plans, engineering drawings and
diagrams, and flight and maintenance manual revisions for any proposed Modification. LESSEE
will furnish LESSOR (at LESSEE’s expense) with such documents in final form and any other
documents required by Law, as a result of such Modification. All Modifications incorporated
on the Aircraft will be properly documented in the Aircraft Documentation and approved by the
FAA and the





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	 	 	Aviation Authority. All Modifications will also be accomplished in accordance
with FAA-approved data supported by an FAA Form 8110-3, FAA Form 8100-9 or FAA supplemental
type certificate. All Modifications will also be accomplished in accordance with EASA-approved
data supported by DGAC-approved Repair Design Approval Sheets or its EASA equivalent or an
EASA-approved supplemental type certificate.
	 
	12.9.3	 	Notwithstanding any other provision of this Lease, no Modification will be made which has
the effect of decreasing the utility or value of the Aircraft or invalidating any warranty
applicable to the Aircraft.
	 
	12.9.4	 	No Modification will be made by LESSEE if an Event of Default exists and is continuing
hereunder.
	 
	12.9.5	 	Unless otherwise agreed by LESSOR in writing, all permanent or structural Modifications will
forthwith become a part of the Aircraft and LESSEE relinquishes to LESSOR all rights and title
thereto. However, all temporary and non-structural Modifications will remain the property of
LESSEE and, at LESSOR’s request and LESSEE’s cost, will be removed from the Aircraft prior to
return of the Aircraft, with LESSEE restoring the Aircraft to the condition it was in prior to
the Modification in a manner cosmetically acceptable to LESSOR. Notwithstanding the
foregoing, no such removal will be permitted without LESSOR’s permission after the occurrence
of an Event of Default hereunder and immediately upon the occurrence of an Event of Default
hereunder, without the requirement of any further act or notice, all right, title and interest
in such Modifications will immediately vest in LESSOR.
	 
	12.9.6	 	LESSOR will bear no liability for the cost of Modifications of the Aircraft whether in the
event of grounding or suspensions of certification, or for any other cause.





12.10 Performance of Work by Third Parties.




	12.10.1	 	All off-wing maintenance and repair work on an Engine, the APU and the Landing Gear must be
performed by an FAA Part 145-approved repair station unless otherwise approved in advance by
LESSOR.
	 
	12.10.2	 	Whenever maintenance or repair work on the Airframe or on-wing maintenance or repair work
on an Engine or the APU will be performed by a Person other than LESSEE, such Person must be
an FAA Part 145-approved repair station.





12.11 Reporting Requirements.



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	12.11.1	 	Commencing with a report furnished 10 days after the end of the calendar month in which
Delivery occurs, LESSEE will furnish to LESSOR a Monthly Report in English in the form
attached hereto as Exhibit N. Each Monthly Report will be furnished within 10 days after the
end of each calendar month, except that the Monthly Report pertaining to the last month (or
any portion thereof) of flying will be furnished to LESSOR on the Termination Date.
	 
	12.11.2	 	On each anniversary of the Delivery Date, LESSEE will provide LESSOR with a Technical
Evaluation Report.
	 
	12.11.3	 	From time to time, LESSEE will provide LESSOR with such other technical information or
documents as LESSOR may reasonably request.





12.12 Maintenance Policies and Procedures Manuals. At LESSOR’s request for the purposes
of demonstrating to LESSOR how the Aircraft has been maintained, LESSEE will provide LESSOR with
copies of its Maintenance Program, general maintenance manual, general policies and procedures
manual, maintenance exposition manual, general engineering manual, or their equivalents, and any
other related controlled documentation which affects the Aircraft. Recognizing that LESSEE’s
maintenance policies and procedures manuals are proprietary to LESSEE, LESSOR agrees that they will
be only utilized as set forth in this Article 12.12 and Article 23.7.



12.13 LESSOR Inspection Rights.




	12.13.1	 	At any time (subject to Article 12.13.4), LESSOR and/or its authorized agents or
representatives (which may be Manufacturer, the Engine manufacturer or a next Aircraft lessee)
will have the right to inspect and take photographs of the Aircraft and review the Aircraft
Documentation.
	 
	12.13.2	 	LESSEE will give LESSOR reasonable written notice before the Aircraft undergoes any “C” or
equivalent check.
	 
	12.13.3	 	If the Aircraft is at a third party maintenance facility, LESSEE will cause such
facility to allow LESSOR and/or its authorized agents or representatives (which may be
Manufacturer, the Engine manufacturer or a next Aircraft lessee) to inspect and take
photographs of the Aircraft and review the Aircraft Documentation, notwithstanding the fact
that LESSEE (as the party opening the work order) is considered the “customer” of such
facility.
	 
	12.13.4	 	LESSOR will provide LESSEE with reasonable notice prior to any inspection by LESSOR and/or
its authorized agents or representatives (which may be Manufacturer, the Engine manufacturer
or a next Aircraft lessee) and will coordinate with LESSEE and/or any applicable third party
maintenance facility so





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	 	 	as to cause minimum practical disturbance to the operation or
maintenance of the Aircraft or the personnel of LESSEE or the applicable third party
maintenance facility.
	 
	12.13.5	 	LESSEE expressly authorizes and consents to allowing Manufacturer, the Engine manufacturer
and their field service representatives to provide LESSOR with information about the condition
and maintenance of the Aircraft (including the Aircraft Documentation) on an ongoing basis.
Manufacturer, the Engine manufacturer and their field service representatives may report their
findings and
provide documentation to LESSOR without the need for any further notice to or
authorization from LESSEE.
	 
	12.13.6	 	LESSOR will have no duty to make any inspection of the Aircraft and will not incur any
liability or obligation by reason of (and LESSEE’s indemnity obligations pursuant to
Article 17 will apply notwithstanding) LESSOR and/or its authorized agents or representatives
making or not making any such inspection or by reason of any reports LESSOR receives regarding
the Aircraft.





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ARTICLE 13 USE OF RESERVES



13.1 Airframe Reserves. LESSOR will reimburse LESSEE from the Airframe Reserves for the
actual cost of the structural inspection portion of scheduled zonal and structural tasks performed
and completed pursuant to the MPD which have performance intervals of a minimum of any of the
following: years, hours or cycles and the rectification of any structural deficiencies
resulting from such inspection, with work performed for all other causes excluded, including those
causes set forth in Article 13.7. LESSOR will reimburse LESSEE from the Airframe Reserves for the
actual cost of the structural inspection portion of completed
scheduled ““checks as described in
the MPD and the rectification of any structural deficiencies resulting from such inspection, with
work performed for all other causes excluded, including those causes set forth in Article 13.7.
Subject to Article 16.1 and excluding exchange, material markup and outside vendor fees, and
handling, packaging and shipping charges, reimbursement will be made up to the amount in the
Airframe Reserves on the commencement date of the task or inspection for which reimbursement is
requested.



13.2 Engine Performance Restoration Reserves.




	13.2.1	 	Each Engine Performance Restoration Reserves payment made by LESSEE for an Engine will be
divided according to the percentages set forth below into separate Engine module accounts:





	 	 	 	 	 	 
	Engine Module	 	Percentage	 
	 
	 	 	     	     	%
	 
	 	 	      	     	%
	 
	 	 	    	     	%
	 
	 	 	    	     	%
	 
	 	 	     	     	%







	13.2.2	 	For each Basic Engine, LESSOR will reimburse LESSEE from the Engine Performance Restoration
Reserves allocated to a particular Engine module of such Engine for the actual cost of Module
Performance Restoration of such Engine module performed during an off-wing Engine shop visit,
with work performed for all other causes excluded, including those causes set forth in
Article 13.7. Subject to Article 16.1 and excluding exchange, material markup and outside
vendor fees, and handling, packaging and shipping charges, reimbursement will be made up to
the amount in the particular Engine Performance Restoration Reserves account for such Engine
module of the applicable Engine at the time of removal of such





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USE OF RESERVES




44









 






	 	 	Engine. With respect to an
Engine, LESSOR will reimburse LESSEE from the
Engine Performance Restoration Reserves for the actual cost of a Qualified Performance
Restoration on such Basic Engine during an off-wing Engine shop visit performed in
compliance with the build standard set forth in Article 12.2.3, with work performed
for all other causes excluded, including those causes set forth in Article 13.7.
Subject to Article 16.1 and excluding exchange, material markup and outside vendor
fees, and handling, packaging and shipping charges, reimbursement will be made up to
the amount in the particular Engine Performance Restoration Reserves account for such
Engine at the time of removal of such Engine.





13.3 Engine LLP Reserves. LESSOR will reimburse LESSEE from the Engine LLP
Reserves for an Engine for the actual out-of-pocket materials cost without overhead, markup or
profit factor, and reduced by the amount of any “Waste Expense”, associated with the replacement of
life-limited Parts in such Engine during completed Engine shop visits (i.e., heavy maintenance
visits), with work performed for all other causes excluded, including those causes set forth in
Article 13.7. “Waste Expense” means the product of (a) the number of unused cycles on a
life-limited Part at the time such life-limited Part is removed for replacement, multiplied by
(b) the quotient of the cost of the new replacement life-limited Part divided by the number of
cycles which constitutes the approved life of such life-limited Part. Subject to Article 16.1 and
excluding exchange, material markup and outside vendor fees, and handling, packaging and shipping
charges, reimbursement for replacement of life-limited Parts in an Engine will be made up to the
amount in the Engine LLP Reserves applicable to such Engine at the time of removal of such Engine.



13.4 Landing Gear Reserves. LESSOR will reimburse LESSEE from the Landing Gear Reserves
for the actual cost of an Overhaul of the Landing Gear, with work performed for all other causes
excluded, including those causes set forth in Article 13.7. Subject to Article 16.1 and excluding
exchange, material markup and outside vendor fees, and handling, packaging and shipping charges,
reimbursement will be made up to the amount in the Landing Gear Reserves at the time of removal of
the Landing Gear.



13.5 APU Reserves. LESSOR will reimburse LESSEE from the APU Reserves for the actual
cost of a completed hot section refurbishment or Overhaul of the APU, with work performed for all
other causes excluded, including those causes set forth in Article 13.7. Subject to Article 16.1
and excluding exchange, material markup and outside vendor fees, and handling, packaging and
shipping charges, reimbursement will be made up to the amount in the APU Reserves at the time of
removal of the APU.



13.6 Reimbursement.




	13.6.1	 	LESSEE will be entitled to reimbursement from the Reserves after the work is completed and
the Airframe, Engine, Landing Gear or APU, as applicable, has left the repair agency, by
submitting invoices (including an original invoice from





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USE OF RESERVES




45









 






	 	 	LESSEE to LESSOR for LESSEE’s
reimbursement claim) and proper
documentation within six months after completion of the work. If LESSEE seeks
reimbursement from the Reserves for work performed by LESSEE, such work will be
charged at LESSEE’s out-of-pocket and unburdened labor and material costs. LESSEE may
only seek reimbursement from the Airframe Reserves one time in any calendar year.
	 
	13.6.2	 	For the Airframe, proper documentation includes a list of all routine and non-routine tasks
performed with corresponding references to the MPD and an itemized labor and materials report.
	 
	13.6.3	 	For an Engine and the APU, proper documentation includes (a) an original invoice from
LESSEE to LESSOR for LESSEE’s reimbursement claim, (b) a description of the reason for
removal, (c) the date of removal and the aircraft removed from (which may be the Aircraft),
(d) the total hours and cycles at the time of removal, (e) the hours and cycles since last
shop visit, (f) a full description of the final workscope, (g) a description of the type of
maintenance performed (including on each module, if applicable), (h) complete disk records for
the Engine both prior to and after the shop visit, (i) a shop findings report, (j) a complete
copy of the repair facility’s invoice, including a breakdown by Engine module of all material
replaced, material exchanged, labor and other costs, and service bulletins and Airworthiness
Directives performed, (k) a copy of any test cell performance data, (l) an on and off log of
Parts (configuration listing) tracked by LESSEE and the repair facility, (m) a current service
bulletin and Airworthiness Directive listing, (n) written verification from the repair
facility that the Engine or APU has been released and shipped from the repair facility back to
LESSEE, (o) the status of all warranty claims and (p) an itemization of all concessions,
warranty credits or other credits which have been or will be provided for work accomplished on
the Engine or APU during the applicable shop visit (or, if none, a written statement from
LESSEE stating that it has not received and does not have pending any such concessions,
warranty credits or other credits).
	 
	13.6.4	 	For the Landing Gear, proper documentation includes the total calendar time, hours and
cycles on the Landing Gear both prior to and after the Overhaul.





13.7 Reimbursement Adjustment.




	13.7.1	 	By way of example, among the exclusions from reimbursement are work or items:






(a) resulting from repairs covered by LESSEE’s or a third party’s insurance,
(deductibles being for the account of LESSEE and not reimbursable) or covered by
warranties; or



ARTICLE 13

USE OF RESERVES




46









 






(b) required as a result of an Airworthiness Directive, manufacturer’s service
bulletin (unless approved in advance by LESSOR), non-routine or non-scheduled
maintenance, faulty maintenance or installation, improper operations, misuse, neglect,
accident, incident, ingestion (foreign object damage) or other accidental cause.




	13.7.2	 	Reimbursement from the Reserves will not be available for the APU, non-Basic Engine Parts or
Landing Gear or any of the Landing Gear’s associated components.
	 
	13.7.3	 	All invoices subject to reimbursement from LESSOR will be reduced (by adjustment
between LESSEE and LESSOR retroactively if necessary) by the actual amounts received by LESSEE
on account of such work from responsible third parties or other sources, such as insurance
proceeds, manufacturer’s warranties, guarantees, concessions and credits (including, with
respect to Engines, credits due to life remaining on any removed Engine Parts).





13.8 Costs in Excess of Reserves. LESSEE will be responsible for payment of all costs in
excess of the amounts reimbursed hereunder. If on any occasion the available balance in the
Airframe Reserves, Engine Performance Restoration Reserves allocated to a particular Engine module,
Engine LLP Reserves for a particular Engine, Landing Gear Reserves or APU Reserves (at the time of
the structural check, in the case of the Airframe, or at the time of removal, in the case of an
Engine, the Landing Gear and the APU) is insufficient to satisfy a claim for reimbursement in
respect of the Airframe, such Engine, the Landing Gear or the APU, as applicable, the shortfall may
not be carried forward or made the subject of any further claim for reimbursement.



13.9 Reimbursement after Termination Date. LESSEE may not submit any invoice for
reimbursement from the Reserves after the Termination Date unless on or prior to such date LESSEE
has notified LESSOR in writing that such outstanding invoice will be submitted after the
Termination Date and the anticipated amount of such invoice. So long as LESSEE has provided such
notice to LESSOR, LESSEE may then submit such outstanding invoice at any time within six months
after the Termination Date. Subject to the foregoing, any balance remaining in the Reserves on the
Termination Date, including termination on account of a Total Loss of the Aircraft, will be
retained by LESSOR.



ARTICLE 13

USE OF RESERVES





47












 





     ARTICLE 14 TITLE AND REGISTRATION



14.1 Title to the Aircraft. Title to the Aircraft will be and remain vested in LESSOR.
LESSOR and LESSEE intend this Lease to be a “true lease”. LESSEE will have no right, title or
interest in the Aircraft except as provided in this Lease.



14.2 Registration of Aircraft. LESSEE at its sole cost and expense will (a) register and
maintain registration of the Aircraft in the name of LESSOR at the register of aircraft in the
State of Registration and (b) from time to time take all other steps then required by Law
(including the Geneva Convention or the Cape Town Convention if and as applicable) or by practice,
custom or understanding or as LESSOR may reasonably request to protect and perfect LESSOR’s
interest in the Aircraft and this Lease in the State of Registration or in any other jurisdictions
in or over which LESSEE may operate the Aircraft.



14.3 Cape Town Convention. If the Cape Town Convention has been or is ratified or made
applicable in , then:




	14.3.1	 	LESSOR may elect to cause the interests of LESSOR in this Lease, the other Operative
Documents and the Aircraft (including in the Engines) to be registered in the International
Registry to the fullest extent such interests may be registered. At LESSOR’s request, LESSEE
will provide all assistance and cooperation to LESSOR in order to procure such registration,
including consenting to or causing such registration to be made, at LESSOR’s election, as a
prospective international interest or an international interest and via a designated entry
point (as such terms are used in the Cape Town Convention).
	 
	14.3.2	 	At LESSOR’s request, LESSEE will perform such additional acts and execute and deliver such
agreements and instruments as may be determined by LESSOR to be necessary or appropriate to
(a) protect and perfect LESSOR’s interest in the Aircraft, this Lease and the other Operative
Documents under the Cape Town Convention and (b) enhance the enforceability of the commercial
agreements of LESSEE and LESSOR under the Cape Town Convention to the greatest extent
permitted by the Cape Town Convention. Actions to be requested by LESSOR may include entering
into amendments to this Lease or the other Operative Documents as are necessary to constitute
a prospective international interest or an international interest under the Cape Town
Convention.
	 
	14.3.3	 	LESSEE will be responsible for all costs and expenses arising out of the requirements of
this Article 14.3.





ARTICLE 14

TITLE AND REGISTRATION





48









 








14.4 No Other LESSEE filings with International Registry. Unless LESSOR has requested
LESSEE to make an International Registry filing, LESSEE will not consent to or permit any Person
other than LESSOR to make any International Registry filings (including prospective filings) under
the Cape Town Convention in relation to this Lease, the other Operative Documents or the Aircraft
(including the Engines).



14.5 Filing of this Lease. To the extent permitted by Law and in accordance with the
requirements of the Law from time to time, LESSEE at its sole cost and expense will cause this
Lease to be kept, filed, recorded and refiled or rerecorded in the State of Registration and in any
other offices necessary to protect LESSOR’s rights hereunder.



14.6 Evidence of Registration and Filings. As LESSOR may reasonably request from time to
time, LESSEE will furnish to LESSOR an opinion of counsel or other evidence reasonably satisfactory
to LESSOR of the registrations and filings required hereunder.




ARTICLE 14

TITLE AND REGISTRATION





49









 








     ARTICLE 15 IDENTIFICATION PLATES



          LESSOR will affix and LESSEE will at all times maintain on the Airframe and each Engine the
identification plates containing the following legends or any other legend requested by LESSOR in
writing:



15.1 Airframe Identification Plates.



	 	 	 	 	 
	 

	 	Location:
	 	One to be affixed to the Aircraft structure above the forward
entry door adjacent to and not less prominent than that of
Manufacturer’s data plate and another in a prominent place on
the flight deck.
	 
	 	 	 	 
	 

	 	Size:
	 	No smaller than 2” x 3”.
	 
	 	 	 	 
	 

	 	Legend:
	 	“THIS AIRCRAFT IS OWNED BY INTERNATIONAL LEASE FINANCE
CORPORATION.
	 
	 	 	 	 
	 

	 	 	 	MANUFACTURER’S SERIAL NO:
	 
	 	 	 	 
	 

	 	 	 	OWNER’S ADDRESS:
	 
	 	 	 	 
	 

	 	 	 	INTERNATIONAL LEASE FINANCE CORPORATION
10250 Constellation Boulevard, 34th Floor
Los Angeles, California 90067, U.S.A.
Fax: (310) 788-1990”






15.2 Engine Identification Plates.



	 	 	 	 	 
	 

	 	Location:
	 	The legend on the plate must be no less prominent than the
Engine data plate and must be visible.
	 
	 	 	 	 
	 

	 	Size:
	 	No smaller than 1” x 4”.
	 
	 	 	 	 
	 

	 	Legend:
	 	“THIS ENGINE IS OWNED BY INTERNATIONAL LEASE FINANCE
CORPORATION, LOS ANGELES, CALIFORNIA, USA.”






ARTICLE 15

IDENTIFICATION PLATES





50









 








     ARTICLE 16 TAXES



16.1 General Obligation of LESSEE. Except as set forth in Article 16.2, LESSEE agrees to
pay promptly when due, and to indemnify and hold harmless LESSOR on a full indemnity basis from,
all license and registration fees and all taxes, fees, levies, imposts, duties, charges, deductions
or withholdings of any nature (including without limitation any value added, franchise, transfer,
sales, gross receipts, use, business, excise, turnover, personal property, stamp or other tax)
together with any assessments, penalties, fines, additions to tax or interest thereon, however or
wherever imposed (whether imposed upon LESSEE, LESSOR, on all or part of the Aircraft, the Engines
or otherwise), by any Government Entity or taxing authority in the U.S., or any foreign country or
by any international taxing authority (including the City or County of Los Angeles), upon or with
respect to, based upon or measured by any of the following (collectively, “Taxes”):




	16.1.1	 	the Aircraft, Engines, APU or any Parts;
	 
	16.1.2	 	the use, operation or maintenance of the Aircraft or carriage of passengers or freight
during the Lease Term and until the Termination Date;
	 
	16.1.3	 	this Lease, the payments due hereunder and the terms and conditions hereof; and
	 
	16.1.4	 	the ownership, financing, delivery, import or export, return, sale, payment of Total Loss
Proceeds or other disposition of the Aircraft.





16.2 Exceptions to Indemnity. The indemnity provided for in Article 16.1 does not extend
to any of the following Taxes:




	16.2.1	 	Taxes imposed by the U.S. or the State of California on the net income, gross receipts,
capital or net worth of LESSOR;
	 
	16.2.2	 	Taxes attributable to the period prior to Delivery or after the Termination Date; or
	 
	16.2.3	 	Taxes attributable to LESSOR’s gross negligence, willful misconduct or breach of this Lease.





16.3 After-Tax Basis. The amount which LESSEE is required to pay with respect to any
Taxes indemnified against under Article 16.1 is an amount sufficient to restore LESSOR on an
after-tax basis to the same position LESSOR would have been in had such Taxes not been incurred.



ARTICLE 16

TAXES






51









 








16.4 Timing of Payment. Any amount payable to LESSOR pursuant to this Article 16
will be paid within 10 days after receipt of a written demand therefor from LESSOR
accompanied by a written statement describing in reasonable detail the basis for such indemnity and
the computation of the amount so payable; provided, however, that such amount need not be paid by
LESSEE prior to the earlier of (a) the date any Tax is payable to the appropriate Government Entity
or taxing authority or (b) in the case of amounts which are being contested by LESSEE in good faith
or by LESSOR pursuant to Article 16.5, the date such contest is finally resolved.



16.5 Contests. If a claim is made against LESSOR for Taxes with respect to which LESSEE
is liable for a payment or indemnity under this Lease, LESSOR will promptly give LESSEE notice in
writing of such claim; provided, however, that LESSOR’s failure to give notice will not relieve
LESSEE of its obligations hereunder except to the extent such failure materially impairs or
precludes LESSEE’s ability to contest the claim. So long as (a) a contest of such Taxes does not
involve any danger of the sale, forfeiture or loss of the Aircraft or any interest therein, (b) if
LESSOR so requests, LESSEE has provided LESSOR with an opinion of independent tax counsel that a
reasonable basis exists for contesting such claim and (c) adequate reserves have been made for such
Taxes or, if required, an adequate bond has been posted, then LESSOR at LESSEE’s written request
will in good faith, with due diligence and at LESSEE’s expense, contest (or permit LESSEE to
contest in the name of LESSEE or LESSOR) the validity, applicability or amount of such Taxes.



16.6 Refunds. Upon receipt by LESSOR of a refund of all or any part of any Taxes
(including any deductions or withholdings referred to in Article 5.10) which LESSEE has paid,
LESSOR will pay to LESSEE the net amount of such Taxes refunded.



16.7 Cooperation in Filing Tax Returns. LESSEE and LESSOR will cooperate with one
another in providing information which may be reasonably required to fulfill each party’s tax
filing requirements and any audit information request arising from such filing.



16.8 Survival of Obligations. The representations, warranties, indemnities and
agreements of LESSEE provided for in this Article 16 will survive the Termination Date.



ARTICLE 16

TAXES






52









 








     ARTICLE 17 INDEMNITIES



17.1 General Indemnity. Except as set forth in Article 17.2, LESSEE agrees to indemnify
and hold harmless LESSOR and its officers, directors, employees, agents and shareholders
(individually an “Indemnitee” and collectively “Indemnitees”) from any and all
liabilities, obligations, losses, damages, fines, penalties, claims, actions, suits, costs,
disbursements and expenses (including legal fees, costs and related expenses) of every kind and
nature (collectively “Expenses”) which are imposed on, incurred by or asserted against any
Indemnitee or the Aircraft by any Person other than LESSEE and which are in any way relating to,
based on or arising out of any of the following:




	17.1.1	 	the operation, possession, use, non-use, control, leasing, subleasing, maintenance, storage,
overhaul, testing or inspections of the Aircraft, any Engine, the APU or any Part (whether by
LESSEE, any sublessee or any other Person) during the Lease Term and until the Termination
Date (including the acceptance flights at return), whether or not the same is in compliance
with the terms of this Lease, including without limitation claims for death, personal injury,
property damage, other loss or harm to any Person and claims relating to any Laws, including
without limitation environmental control, noise and pollution laws, rules or regulations;
	 
	17.1.2	 	fuel, airport or enroute navigation charges (including Eurocontrol charges), navigation
service charges, landing fees and all charges payable for the use of or for services provided
at any airport, whether in respect of the Aircraft or any other aircraft of LESSEE, during the
Lease Term and until the Termination Date;
	 
	17.1.3	 	the manufacture, design, testing or inspections (including the acceptance flights at
Delivery), acceptance, rejection, delivery, return, sale after an Event of Default, import,
export, condition, repair, modification, servicing, rebuilding, airworthiness, registration,
reregistration, performance, merchantability, fitness for use of the Aircraft, the APU or any
Part, enforcement of warranties whether in LESSOR’s or LESSEE’s name, customer support,
product support, information or training provided by Manufacturer and other vendors,
substitution or replacement of an Engine, the APU or any Part under this Lease, or other
transfer of use or possession of the Aircraft, an Engine, the APU or any Part (including under
a sublease, pooling or interchange arrangement) including without limitation latent and other
defects, whether or not discoverable and patent, trademark or copyright infringement;
	 
	17.1.4	 	the prevention or attempt to prevent the arrest, confiscation, seizure, taking in
execution, impounding, forfeiture or detention of the Aircraft, or in securing the release of
the Aircraft; or





ARTICLE 17

INDEMNITIES




53









 









	17.1.5	 	as a consequence of any Default or Event of Default by LESSEE.





The foregoing indemnity by LESSEE is intended to include and cover any Expense to which an
Indemnitee may be subject (in contract, tort, strict liability or under any other theory)
regardless of the negligence, active or passive or any other type, of such Indemnitee, so long as
such Expense does not fall within any of the exceptions listed in Article 17.2.



17.2 Exceptions to General Indemnities. The indemnity provided for in Article 17.1 will
not extend to Expenses of any Indemnitee to the extent resulting from or arising out of any of the
following:




	17.2.1	 	Expenses which LESSEE and LESSOR mutually agree or, absent mutual agreement, are judicially
determined to have resulted from the willful misconduct of such Indemnitee;
	 
	17.2.2	 	Expenses which LESSEE and LESSOR mutually agree or, absent mutual agreement, are judicially
determined to be attributable to acts or events which occur after the Termination Date and
return of the Aircraft to LESSOR in the condition required hereunder, but in any such case
only to the extent not attributable to acts or omissions of LESSEE;
	 
	17.2.3	 	Expenses representing Taxes, it being acknowledged that the terms of Article 16 apply
exclusively to LESSEE’s indemnity obligations with respect to Taxes; or
	 
	17.2.4	 	Expenses due to the breach by LESSOR of its covenant of quiet enjoyment pursuant to Article
21.2 (except to the extent covered by the insurances LESSEE is required to carry pursuant to
Article 18 or other LESSEE insurances).





17.3 After-Tax Basis. The amount which LESSEE will be required to pay with respect to
any Expense indemnified against under Article 17.1 will be an amount sufficient to restore the
Indemnitee, on an after-tax basis, to the same position such Indemnitee would have been in had such
Expense not been incurred.



17.4 Timing of Payment. It is the intent of the parties that each Indemnitee will
have the right to indemnification for Expenses hereunder as soon as a claim is made and as soon as
an Expense is incurred, whether or not such claim is meritorious and whether or not liability is
established (but subject to Article 17.8). LESSEE will pay an Indemnitee for Expenses pursuant to
this Article 17 within 10 days after receipt of a written demand therefor from such Indemnitee
accompanied by a written statement describing in reasonable detail the basis for such indemnity.



ARTICLE 17

INDEMNITIES





54









 








17.5 Subrogation. Upon the payment in full of any indemnity pursuant to this Article 17
by LESSEE, LESSEE will be subrogated to any right of the Indemnitee in respect of the matter
against which such indemnity has been made.



17.6 Notice. Each Indemnitee and LESSEE will give prompt written notice one to the other
of any liability of which such party has knowledge for which LESSEE is, or may be, liable under
Article 17.1; provided, however, that failure to give such notice will not terminate any of the
rights of Indemnitees under this Article 17 except to the extent that LESSEE has been materially
prejudiced by the failure to provide such notice.



17.7 Refunds. If any Indemnitee obtains a recovery of all or any part of any amount
which LESSEE has paid to such Indemnitee, such Indemnitee will pay to LESSEE the net amount
recovered by such Indemnitee.



17.8 Defense of Claims. Unless a Default or Event of Default has occurred and is
continuing, LESSEE and its insurers will have the right (in each such case at LESSEE’s sole
expense) to investigate or, provided that LESSEE or its insurers have not reserved the right to
dispute liability with respect to any insurance policies pursuant to which coverage is sought,
defend or compromise any claim covered by insurance for which indemnification is sought pursuant to
Article 17.1 and each Indemnitee will cooperate with LESSEE or its insurers with respect thereto.
If LESSEE or its insurers are retaining attorneys to handle such claim, such counsel must be
reasonably satisfactory to the Indemnitees. If not, the Indemnitees will have the right to retain
counsel of their choice at LESSEE’s expense.



17.9 No Double Recovery. Without limiting LESSOR’s right to pursue payment from LESSEE
for a particular Expense under both this Article 17 and Article 25.6, LESSOR will not be entitled
to actually receive payment from LESSEE for the same Expense twice.



17.10 Survival of Obligation. Notwithstanding anything in this Lease to the contrary,
the provisions of this Article 17 will survive the Termination Date and continue in full force and
effect notwithstanding any breach by LESSOR or LESSEE of the terms of this Lease, the termination
of the lease of the Aircraft to LESSEE under this Lease or the repudiation by LESSOR or LESSEE of
this Lease.



ARTICLE 17

INDEMNITIES





55









 








     ARTICLE 18 INSURANCE



18.1 Categories of Insurance. Throughout the Lease Term and until the Termination Date,
LESSEE will, at its own expense, effect and maintain in full force and effect the types of
insurance and amounts of insurance (including deductibles) described in Exhibits C and E through
such brokers and with such insurers as may be approved by LESSOR, such approval not to be
unreasonably withheld, in London or New York or such other insurance markets as mutually agreed
upon by the parties.



18.2 Write-back of any Date Recognition Exclusion. In the event any of LESSEE’s
insurances (either the primary insurance or the reinsurance) contain any date recognition exclusion
clause or similar clause excluding from such insurance coverage damage to any property (including
the Aircraft) or death or injury to any person on account of accidents, incidents or occurrences
caused by date recognition or other Year 2000-related problems, LESSEE at its cost will obtain for
the benefit of itself, Manufacturer and LESSOR the broadest write-back available in the London
insurance market with respect to such exclusion.



18.3 Write-backs of Exclusions in LSW555.D and AVN 48C. In the event that a write-back
of the exclusions (losses due to causes such as dirty bombs, electromagnetic weapons, radioactive
contamination and chemical, biological and/or biochemical hazards) to the standard London policy
forms LSW555.D and, if issued, AVN 48C becomes available, LESSEE at its cost will obtain for the
benefit of itself, Manufacturer and LESSOR the broadest write-back available in the London
insurance market with respect to such exclusions.



18.4 Third Party War Liability Insurance. LESSEE will provide evidence to LESSOR that
the government indemnity for third party (non-passenger) war liability covers LESSEE and its
operation of the Aircraft. For so long as such government indemnity is in effect, LESSOR agrees
that LESSEE may carry the sublimit specified by AVN 52E in third party war liability insurance,
plus excess third party war liability insurance in such higher sublimit as may be required by the
government before its government indemnity becomes effective (currently a total sublimit of US$).
However, if and when such indemnity is no longer applicable, LESSEE will carry third party war
liability insurance in the amount required by Exhibit C. LESSEE will carry third party war liability
insurance in the amount required by Exhibit C.



18.5 Installation of Third Party Engine. If LESSEE installs an engine not owned by
LESSOR on the Aircraft, either (a) LESSEE’s hull insurance on the Aircraft will automatically
increase to such higher amount as is necessary in order to satisfy both LESSOR’s requirement to
receive the Agreed Value in the event of a Total Loss and the amount required by the third party
engine owner or (b) separate additional insurance on such engine will attach in order to satisfy
separately the requirements of the LESSEE to such third party engine owner.



ARTICLE 18

INSURANCE





56









 








18.6 LESSOR Coverage for LESSEE’s Employees. LESSOR and the other additional insureds
will be covered under LESSEE’s legal liability insurance for death or injury to LESSEE’s employees,
pilots and crew.



18.7 Insurance for Indemnities. The insurance referred to in Article 18.1 will in each
case include and insure (to the extent of the risks covered by the policies) the indemnity
provisions of Article 17 and LESSEE will maintain such insurance of the indemnities for a minimum
of two years following the Termination Date.



18.8 AVN 67C. LESSEE will maintain insurances in respect of the Aircraft for purposes of
this Lease which incorporate the terms and conditions of AVN 67C, with International Lease Finance
Corporation being the “Designated Contract Party”.



18.9 AVN 99. Upon termination of the Lease or if the Aircraft is sold or the Lease is
otherwise assigned, LESSEE will effect and maintain applicable liability insurances described in
Exhibit C for the benefit of LESSOR and the additional insureds which incorporate the terms and
conditions of AVN 99, with International Lease Finance Corporation being the “Designated Contract
Party”.



18.10 Insurance required by Manufacturer. During the Lease Term, LESSEE will carry any
insurance required by Manufacturer in connection with the assignment of any Manufacturer
warranties, customer support or product support to LESSEE. LESSEE will provide LESSOR with an
acceptable insurance certificate evidencing such Manufacturer coverage and including the terms set
forth in Exhibit E prior to Delivery and at each policy renewal during the Lease Term.



18.11 Pre-Delivery Work or Delivery of Aircraft with Spare Engine. In the event
it is necessary for LESSOR to enter into agreements with one or more Persons for (a) the
maintenance, repair or modification of the Aircraft (including any Engine or the APU) or (b) the
lease of a spare engine, APU or other equipment so that the Aircraft (including any Engine or the
APU) will comply with the Delivery conditions set forth in this Lease, LESSEE agrees at LESSOR’s
request to add each such Person as an additional insured to the insurance policies which LESSEE is
required to maintain pursuant to this Lease, with waivers of subrogation, and that each such Person
will be an “Indemnitee” for the purposes of Article 17.



18.12 Renewal. Not less than five Business Days before the expiration or termination
date of any insurance required hereunder, LESSEE will provide LESSOR with fax or e-mail
confirmation from LESSEE’s insurance brokers that renewed certificates of insurance evidencing the
renewal or replacement of such insurance and complying with Exhibit C will be issued on the
termination date of the prior certificate. Within seven days after such renewal, LESSEE will
furnish its brokers’ certificates of insurance to LESSOR.



ARTICLE 18

INSURANCE




57









 








18.13 Assignment of Rights by LESSOR. If LESSOR assigns all or any of its rights under
this Lease as permitted by this Lease or otherwise disposes of any interest in the Aircraft to any
other Person, LESSEE will, upon request, procure that such Person hereunder be added as loss payee
and/or additional assured in the policies effected hereunder and enjoy the same rights and
insurance enjoyed by LESSOR under such policies. LESSOR will nevertheless continue to be covered
by such policies.



18.14 Deductibles. If there is a material adverse change in the financial condition of
LESSEE which LESSOR reasonably believes will cause LESSEE to be unable to pay the deductible upon
the occurrence of a partial loss of the Aircraft or an Engine, then LESSOR may require LESSEE at
LESSEE’s expense to lower its deductibles on the insurance maintained hereunder to a level which is
available on commercially reasonable terms in the insurance market.



18.15 Insurance for Subleases. LESSEE will at all times carry the types of insurance and
amounts of insurance (including deductibles) described in Exhibit C on a contingent basis during
the term of any sublease of the Aircraft pursuant to Article 11. Prior to commencement of the
sublease, LESSOR will receive certificates of insurance evidencing both the sublessee’s coverages
and the LESSEE’s contingent coverages.



18.16 Insurance for Wet Lease Operations. In the event LESSEE is performing wet
lease operations with the Aircraft pursuant to Article 11.6 and the wet lessee is carrying the
primary passenger, baggage cargo liability insurance with respect to the flights, then such
insurance must meet the requirements of Exhibit C, including with respect to the amounts of
coverage, naming of LESSOR as an additional insured and inclusion of the other endorsements set
forth in Exhibit C. Moreover, LESSEE will at all times carry contingent passenger, baggage and
cargo liability insurances for such flights. Prior to commencement of wet lease operations for a
particular wet lessee, LESSOR will receive certificates of insurance from the insurance brokers for
LESSEE and, if applicable, the wet lessee evidencing such coverages.



18.17 Other Insurance. LESSOR may from time to time by notice to LESSEE require LESSEE
at LESSEE’s expense to effect such other insurance or such variations to the terms of the existing
insurance as may then be customary in the airline industry for aircraft of the same type as the
Aircraft and at the time commonly available in the insurance market.



18.18 Information. LESSEE will provide LESSOR with any information reasonably requested
by LESSOR from time to time concerning the insurance maintained with respect to the Aircraft or in
connection with any claim being made or proposed to be made thereunder.



18.19 Currency. All proceeds of insurance pursuant to this Lease will be payable in
Dollars except as may be otherwise agreed by LESSOR.



ARTICLE 18

INSURANCE




58









 








18.20 Grounding of Aircraft. If at any time any of the insurance required pursuant to
this Lease will cease to be in full force and effect, LESSEE will forthwith ground the Aircraft and
keep the Aircraft grounded until such time as such insurance is in full force and effect again.



18.21 Failure to Insure. If at any time LESSEE fails to maintain insurance in compliance
with this Article 18, LESSOR will be entitled but not bound to do any of the following (without
prejudice to any other rights which it may have under this Lease by reason of such failure):




(a) to pay any premiums due or to effect or maintain insurance satisfactory to LESSOR
or otherwise remedy such failure in such manner as LESSOR considers appropriate (and
LESSEE will upon demand reimburse LESSOR in full for any amount so expended in that
connection); or




(b) at any time while such failure is continuing, to require the Aircraft to remain at
any airport or (as the case may be), proceed to and remain at any airport designated
by LESSOR, until such failure is remedied to LESSOR’s satisfaction.



18.22 Reinsurance. Any reinsurance will be maintained with reinsurers and brokers
approved by LESSOR. Such reinsurance will contain each of the following terms and will in all
other respects (including amount) be satisfactory to LESSOR:




(a) the same terms as the original insurance;




(b) a cut-through and assignment clause satisfactory to LESSOR; and




(c) payment will be made notwithstanding (i) any bankruptcy, insolvency, liquidation
or dissolution of any of the original insurers and/or (ii) that the original insurers
have made no payment under the original insurance policies.



18.23 Limit on Hull in favor of LESSEE. LESSEE may carry hull all risks or hull war and
allied perils on the Aircraft in excess of the Agreed Value (which is payable to LESSOR) only to
the extent such excess insurance which would be payable to LESSEE in the event of a Total Loss does
not exceed % of the Agreed Value and only to the extent that such additional insurance will not
prejudice the insurances required in this Lease or the recovery by LESSOR thereunder. LESSEE
agrees that it will not (a) create or permit to exist any liens or encumbrances over the
insurances, or its interest therein, except as constituted by this Lease or (b) prejudice LESSOR’s
ability to purchase additional insurance for LESSOR’s own benefit.



ARTICLE 18

INSURANCE




59









 








     ARTICLE 19 LOSS, DAMAGE AND REQUISITION



          Throughout the Lease Term and until the Termination Date, LESSEE will bear all risk of loss,
theft, damage and destruction to the Aircraft.



19.1 Definitions. In this Article 19 and this Lease:



          “Agreed Value” means US$.



          “Net Total Loss Proceeds” means the Total Loss Proceeds actually received by LESSOR
following a Total Loss, less any legal and other out-of-pocket expenses, taxes or duties incurred
by LESSOR in connection with the collection of such proceeds.



          “Total Loss” means any of the following in relation to the Aircraft, Airframe, any
Engine or the APU and “Total Loss Date” means the date set forth in parenthesis after each
Total Loss:




(a) destruction, damage beyond repair or being rendered permanently unfit for normal
use for any reason (the date such event occurs or, if not known, the date on which the
Aircraft, Airframe, Engine or APU was last heard of);




(b) actual, constructive, compromised, arranged or agreed total loss (the earlier of
the date on which the loss is agreed or compromised by the insurers or 30 days after
the date of notice to LESSEE’s brokers or insurers claiming such total loss);




(c) requisition of title, confiscation, forfeiture or any compulsory acquisition or
other similar event (the date on which the same takes effect);




(d) sequestration, detention, seizure or any similar event for more than 30
consecutive days (the earlier of the date on which insurers make payment on the basis
of a total loss or the date of expiration of such period);




(e) requisition for use for more than 180 consecutive days, except as set forth in
Article 19.9 (the earlier of the date on which the insurers make payment on the basis
of a total loss or the date of expiration of such period);




(f) in the case of an Engine, the event described in Article 12.8.3 (the date on which
the same takes effect);



ARTICLE 19

LOSS, DAMAGE AND REQUISITION




60









 









(g) any sale of the Aircraft in connection with Eurocontrol or other navigation
or airport charges (the date on which the sale occurs);




(h) any sale of the Aircraft in connection with a LESSEE bankruptcy, whether by an
administrator, trustee or court (the date on which the intent to sell the Aircraft
becomes known); or




(i) any other occurrence not permitted under this Lease which deprives LESSEE of use
or possession for a period of 60 consecutive days or longer (the sixtieth day of such
period).



          “Total Loss Proceeds” means the proceeds of any insurance or any compensation or
similar payment arising in respect of a Total Loss.



19.2 Notice of Total Loss. LESSEE will notify LESSOR in writing within two Business Days
after a Total Loss Date of the Aircraft, Airframe, any Engine or the APU.



19.3 Total Loss of Aircraft or Airframe. If the Total Loss of the Aircraft or Airframe
occurs during the Lease Term, the following will occur:




	19.3.1	 	After the Total Loss Date and until receipt by LESSOR of the Agreed Value and all other
amounts then due under this Lease, LESSEE will continue to pay Rent and the parties will
perform all of their other obligations under this Lease.
	 
	19.3.2	 	On the date which is the earlier of the following dates:






(a) the date on which the Total Loss Proceeds of the Aircraft or the Airframe
are paid by LESSEE’s insurance underwriters or brokers and




(b) the date which falls 30 days after the Total Loss Date,




LESSEE will pay to LESSOR an amount equal to the sum of:




(x) the Agreed Value and




(y) all other amounts then accrued under this Lease,




less an amount equal to the Net Total Loss Proceeds received by LESSOR by such date.




	19.3.3	 	LESSOR will apply the Net Total Loss Proceeds and any amounts received from LESSEE
pursuant to Article 19.3.2 as follows:





ARTICLE 19

LOSS, DAMAGE AND REQUISITION




61









 









(a) first, in discharge of any unpaid Rent and any other amounts accrued and
unpaid up to the date of LESSOR’s receipt of the Agreed Value;




(b) second, in discharge of the Agreed Value; and




(c) third, payment of the balance, if any, to LESSEE.




	19.3.4	 	Upon receipt by LESSOR of all monies payable by LESSEE in Article 19.3, provided no Default
or Event of Default has occurred and is continuing, this Lease will terminate except for
LESSEE’s obligations under Articles 10.5, 16 and 17 which survive the Termination Date.





FOR AVOIDANCE OF DOUBT, THE AGREED VALUE OF THE AIRCRAFT WILL BE PAYABLE TO LESSOR PURSUANT TO THIS
ARTICLE 19.3 WHEN A TOTAL LOSS OF THE AIRFRAME OCCURS EVEN IF THERE HAS NOT BEEN A TOTAL LOSS OF AN
ENGINE, ENGINES OR THE APU.



19.4 Surviving Engine(s). If a Total Loss of the Airframe occurs and there has not been
a Total Loss of an Engine or Engines, then, provided no Default or Event of Default has occurred
and is continuing, at the request of LESSEE (subject to agreement of relevant insurers) and on
receipt of all monies due under Article 19.3 and payment by LESSEE of all airport, navigation and
other charges on the Aircraft, LESSOR will transfer all its right, title and interest in the
surviving Engine(s) to LESSEE, but without any responsibility, condition or warranty on the part of
LESSOR other than as to freedom from any LESSOR’s Lien.



19.5 Total Loss of Engine and not Airframe.




	19.5.1	 	Upon a Total Loss of any Engine not installed on the Airframe or a Total Loss of an
Engine installed on the Airframe not involving a Total Loss of the Airframe, LESSEE will
replace such Engine as soon as reasonably possible by duly conveying to LESSOR title to
another engine from LESSEE (or another Person with a net worth at least equal to that of
LESSEE) (a) free and clear of all Security Interests (except Permitted Liens) of any kind or
description, (b) in airworthy condition and of the same or improved model, service bulletin
and modification status and having a value and utility at least equal to the Engine which
sustained the Total Loss, (c) not older (by reference to serial number or manufacture date)
than the older of the Engines delivered by LESSOR to LESSEE with the Aircraft on the Delivery
Date, (d) in the same or better operating condition as the Engine which sustained a Total
Loss, including time in service, hours and cycles since new and hours and cycles available to
the next inspection, Overhaul or scheduled or anticipated removal and (e) which has not been
operated and does not have any modules that have been operated at a higher thrust rating than
the Engine which sustained the Total Loss. Such replacement engine will be an “Engine” as
defined





ARTICLE 19

LOSS, DAMAGE AND REQUISITION





62









 









	 	 	in this Lease and the Engine which sustained such Total Loss will cease to be an
“Engine”.
	 
	19.5.2	 	LESSEE agrees at its own expense to take such action as LESSOR may reasonably request in
order that any such replacement Engine becomes the property of LESSOR and is leased hereunder
on the same terms as the destroyed Engine. LESSEE’s obligation to pay Rent will continue in
full force and effect, but an amount equal to the Net Total Loss Proceeds received by LESSOR
with respect to such destroyed Engine will, subject to LESSOR’s right to deduct therefrom any
amounts then due and payable by LESSEE under this Lease, be paid to LESSEE.
	 
	19.5.3	 	Notwithstanding Articles 19.5.1 and 19.5.2, if at the time of a Total Loss of an Engine not
installed on the Aircraft or a Total Loss of an Engine installed on the Airframe not involving
a Total Loss of the Airframe, LESSOR and LESSEE are parties to a spare engine lease pursuant
to which LESSOR is leasing a spare engine to LESSEE of the same model and type as the Engine
which has suffered such Total Loss, LESSOR will receive from LESSEE the replacement cost of
the Engine instead of accepting a replacement engine. One of such LESSOR spare engines will
then be substituted under this Lease for the Engine which suffered such Total Loss and the
applicable spare engine lease will terminate.





19.6 Total Loss of APU.




	19.6.1	 	Upon a Total Loss of the APU when not installed on the Airframe or a Total Loss of
the APU while installed on the Airframe not involving a Total Loss of the Airframe, LESSEE
will replace such APU as soon as reasonably possible by duly conveying to LESSOR title to
another auxiliary power unit (a) free and clear of all Security Interests (except Permitted
Liens) of any kind or description, (b) in airworthy condition and of the same or improved
model, service bulletin and modification status and having a value and utility at least equal
to the APU which sustained the Total Loss, (c) not older (by reference to serial number or
manufacture date) than the APU delivered by LESSOR to LESSEE with the Aircraft on the Delivery
Date and (d) in the same or better operating condition as the APU which sustained the Total
Loss, including time in service, hours and cycles since new and hours and cycles available to
the next inspection, Overhaul or scheduled or anticipated removal. Such replacement auxiliary
power unit will be the “APU” as defined in this Lease and the auxiliary power unit which
sustained such Total Loss will cease to be the “APU”.
	 
	19.6.2	 	LESSEE agrees at its own expense to take such action as LESSOR may reasonably request in
order that any such replacement APU becomes the property of LESSOR and is leased hereunder on
the same terms as the destroyed APU. LESSEE’s obligation to pay Rent will continue in full
force and effect, but an amount equal to





ARTICLE 19

LOSS, DAMAGE AND REQUISITION




63









 









	 	 	the Net Total Loss Proceeds received by LESSOR with
respect to such destroyed APU will, subject to LESSOR’s right to deduct therefrom any amounts
then due and payable by LESSEE under this Lease, be paid to LESSEE.





19.7 Other Loss or Damage.




	19.7.1	 	If the Aircraft or any Part thereof suffers loss or damage not constituting a Total Loss of
the Aircraft or the Airframe or any Engine or the APU, all the obligations of LESSEE under
this Lease (including payment of Rent) will continue in full force.
	 
	19.7.2	 	In the event of any loss or damage to the Aircraft or Airframe which does not
constitute a Total Loss of the Aircraft or the Airframe, or any loss or damage to an Engine or
the APU which does not constitute a Total Loss of such Engine or the APU, LESSEE will at its
sole cost and expense fully and promptly repair the Aircraft, Engine or APU in order that the
Aircraft, Engine or APU is placed in an airworthy condition and substantially the same
condition as it was prior to such loss or damage. All repairs will be performed in a manner
which preserves and maintains all warranties and service life policies to the same extent as
they existed prior to such loss or damage. LESSEE will notify LESSOR forthwith of any loss,
theft or damage to the Aircraft for which the cost of repairs is estimated to exceed US$,
together with LESSEE’s proposal and timetable for carrying out the repair. In the event that
LESSOR does not agree with LESSEE’s proposal for repair, LESSOR will so notify LESSEE within
two Business Days after its receipt of such proposal. LESSEE and LESSOR will then consult
with Manufacturer and LESSEE and LESSOR agree to accept as conclusive, and be bound by,
Manufacturer’s directions or recommendations as to the manner in which to carry out such
repairs. If Manufacturer declines to give directions or recommendations, LESSEE will carry
out the repairs in accordance with the directions of LESSOR. If the Aircraft is airworthy or
the Engine or APU serviceable notwithstanding the loss or damage, LESSEE will repair such
Aircraft, Engine or APU, as the case may be, within the time frame reasonably established by
LESSOR given the circumstances.





19.8 Copies of Insurance and Reinsurance Policies. Promptly after the occurrence of a
partial loss or Total Loss of the Aircraft, an Engine or the APU, LESSEE will provide LESSOR with
copies of LESSEE’s insurance and, if applicable, reinsurance, policies.



19.9 Government Requisition. If the Aircraft, Airframe, any Engine or the APU is
requisitioned for use by any Government Entity, LESSEE will promptly notify LESSOR of such
requisition. All of LESSEE’s obligations hereunder will continue as if such requisition had not
occurred. So long as no Default or Event of Default has occurred and is continuing, all payments
received by LESSOR or LESSEE from such Government Entity will be paid over to or retained by
LESSEE. If a Default or Event of Default has occurred and is continuing, all payments



ARTICLE 19

LOSS, DAMAGE AND REQUISITION




64









 








received by
LESSEE or LESSOR from such Government Entity may be used by LESSOR to satisfy any obligations owing
by LESSEE.



ARTICLE 19

LOSS, DAMAGE AND REQUISITION





65











 






 ARTICLE 20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE




	20.1 Representations and Warranties. LESSEE represents and warrants the following to
LESSOR as of the date of execution of this Lease and as of the Delivery Date:
	 
	20.1.1	 	Status. LESSEE is a company validly existing and in good standing under the Laws
of . It has the power and authority to carry on its business as presently conducted and to
perform its obligations hereunder.
	 
	20.1.2	 	Governmental Approvals. No authorization, approval, consent, license or order of,
or registration with, or the giving of notice to the Aviation Authority or any other
Government Entity is required for the valid authorization, execution, delivery and performance
by LESSEE of this Lease, except as will have been duly effected as of the Delivery Date.
	 
	20.1.3	 	Binding. LESSEE’s Board of Directors has authorized LESSEE to enter into this
Lease, any Side Letters hereto and any other documentation in connection with the leasing of
the Aircraft from LESSOR (collectively, the “Operative Documents”) and perform its
obligations under the Operative Documents. This Lease and the other Operative Documents have
been duly executed and delivered by LESSEE and represent the valid and binding obligations of
LESSEE, enforceable in accordance with their terms except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other Laws of general application affecting the
enforcement of creditors’ rights. When executed by LESSEE at Delivery, the same will apply to
the Estoppel and Acceptance Certificate.
	 
	20.1.4	 	No Breach. The execution and delivery of the Operative Documents, the
consummation by LESSEE of the transactions contemplated in this Lease and compliance by LESSEE
with the terms and provisions hereof do not and will not contravene any Law applicable to
LESSEE, or result in any breach of or constitute any default under or result in the creation
of any Security Interest upon any property of LESSEE, pursuant to any indenture, mortgage,
chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement,
charter, bylaw or other agreement or instrument to which LESSEE is a party or by which LESSEE
or its properties or assets may be bound or affected. When executed by LESSEE at Delivery,
the same will apply to the Estoppel and Acceptance Certificate.





ARTICLE 20

REPRESENTATIONS, WARRANTIES AND

COVENANTS OF LESSEE




66









 






	20.1.5	 	Filings. Except for any filing or recording that may be required under the
and except for , no filing or recording of any instrument or document (including the filing
of any financial statement) is necessary under the Laws of the State of Registration in
order for this Lease to constitute a valid and perfected lease of record relating to the
Aircraft.
	 
	20.1.6	 	Translation or Notarization. Except for                     , none of the Lease or any
other Operative Document needs to be translated, notarized, legalized, apostilled or
consularized as a condition to the legality, validity, filing, enforceability or admissibility
in evidence thereof.
	 
	20.1.7	 	Licenses. LESSEE holds all licenses, certificates and permits from applicable
Government Entities in for the conduct of its business as a certificated air carrier and
performance of its obligations under this Lease.
	 
	20.1.8	 	No Suits. There are no suits, arbitrations or other proceedings pending or
threatened before any court or administrative agency against or affecting LESSEE which, if
adversely determined, would have a material adverse effect on the business, assets or
condition (financial or otherwise) of LESSEE or its ability to perform under this Lease,
except as described in the filings provided to LESSOR pursuant to Article 22.
	 
	20.1.9	 	No Withholding. Under the Laws of , LESSEE will not be required to deduct any
withholding or other Tax from any payment it may make under this Lease.
	 
	20.1.10	 	No Restrictions on Payments. Under the Laws of , there are no present
restrictions on LESSEE making the payments required by this Lease.
	 
	20.1.11	 	General Obligations. The obligations of LESSEE under this Lease are
direct, general and unconditional obligations of LESSEE and rank or will rank at least pari
passu with all other present and future unsecured and unsubordinated obligations (including
contingent obligations) of LESSEE, with the exception of such obligations as are mandatorily
preferred by law and not by reason of any encumbrance.
	 
	20.1.12	 	No Sovereign Immunity. LESSEE, under the Laws of or of any other jurisdiction
affecting LESSEE, is subject to private commercial law and suit. Neither LESSEE nor its
properties or assets is entitled to sovereign immunity under any such Laws. LESSEE’s
performance of its obligations hereunder constitute commercial acts done for commercial
purposes.
	 
	20.1.13	 	Tax Returns. All necessary returns have been delivered by LESSEE to all relevant
taxation authorities in the jurisdiction of its formation and LESSEE is not in default in the
payment of any taxes due and payable.





ARTICLE 20

REPRESENTATIONS, WARRANTIES AND

COVENANTS OF LESSEE




67









 






	20.1.14	 	No Material Adverse Effect. LESSEE is not in default under any agreement to
which it is a party or by which it may be bound which would have a material adverse effect on
its business, assets or condition.
	 
	20.1.15	 	No Default or Event of Default under this Lease. At the time of execution of
this Lease, no Default or Event of Default has occurred and is continuing and the financial
statements provided to LESSOR pursuant to Article 22 fairly present the financial condition of
LESSEE.
	 
	20.2	 	Covenants. LESSEE covenants to LESSOR that it will comply with the following
throughout the entire Lease Term:
	 
	20.2.1	 	Licensing. LESSEE will hold all licenses, certificates and permits from
applicable Government Entities in for the conduct of its business as a certificated air
carrier and performance of its obligations under this Lease. LESSEE will advise LESSOR
promptly in the event any such licenses, certificates or permits are cancelled, terminated,
revoked or not renewed.
	 
	20.2.2	 	Payments. If at any time any such restrictions may be applicable, LESSEE
will obtain all certificates, licenses, permits, exemptions and other authorizations which are
from time to time required for the making of the payments required by this Lease on the dates
and in the amounts and currency which are stipulated in this Lease, and will maintain the same
in full force and effect for so long as the same will be required.
	 
	20.2.3	 	Sovereign Immunity. LESSEE, under the Laws of or of any other jurisdiction
affecting LESSEE, will continue to be subject to private commercial law and suit. Neither
LESSEE nor its properties or assets will be entitled to sovereign immunity under any such
Laws. LESSEE’s performance of its obligations hereunder will constitute commercial acts done
for commercial purposes. LESSEE will advise LESSOR promptly of any change in the foregoing.
	 
	20.2.4	 	Information about Suits. LESSEE will promptly give to LESSOR a notice in writing
of any suit, arbitration or proceeding before any court, administrative agency or Government
Entity which, if adversely determined, would materially adversely affect LESSEE’s financial
condition, affairs, operations or its ability to perform under this Lease.
	 
	20.2.5	 	Restrictions on Mergers. LESSEE will not sell or convey substantially all of its
property and assets or merge or consolidate with or into any other Person unless LESSEE has
obtained LESSOR’s prior written consent which will not be unreasonably withheld.





ARTICLE 20

REPRESENTATIONS, WARRANTIES AND

COVENANTS OF LESSEE




68









 






	20.2.6	 	Restriction on Relinquishment of Possession. LESSEE will not, without the prior
consent of LESSOR, deliver, transfer or relinquish possession of the Aircraft except in
accordance with Articles 11 and 12.
	 
	20.2.7	 	No Security Interests. LESSEE will not create or agree to or permit to arise any
Security Interest (other than Permitted Liens) on or with respect to the Aircraft, title
thereto or any interest therein. LESSEE will forthwith, at its own expense, take all action
as may be necessary to discharge or remove any such Security Interest if it exists at any
time. LESSEE will within 24 hours after becoming aware of the existence of any such Security
Interest give written notice thereof to LESSOR.
	 
	20.2.8	 	Representations to Other Parties. LESSEE will not represent or hold out LESSOR as
carrying goods or passengers on the Aircraft or as being in any way connected or associated
with any operation of the Aircraft.





ARTICLE 20

REPRESENTATIONS, WARRANTIES AND

COVENANTS OF LESSEE




69









 






ARTICLE 21 REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSOR




	21.1 Representations and Warranties. LESSOR represents and warrants the following to
LESSEE as of the date of execution of the Lease and as of the Delivery Date and ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED HAVE BEEN WAIVED IN ACCORDANCE WITH ARTICLE 8:
	 
	21.1.1	 	Corporate Status. LESSOR is a corporation duly incorporated, validly existing and
in good standing under the Laws of the State of California. It has the corporate power and
authority to carry on its business as presently conducted and to perform its obligations
hereunder.
	 
	21.1.2	 	Governmental Approvals. No authorization, approval, consent, license or order of,
or registration with, or the giving of notice to any U.S. Government Entity is required for
the valid authorization, execution, delivery and performance by LESSOR of this Lease.
	 
	21.1.3	 	Binding. This Lease and the other Operative Documents have been duly authorized,
executed and delivered by LESSOR and represent the valid and binding obligations of LESSOR,
enforceable in accordance with their terms except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other Laws of general application affecting the
enforcement of creditors’ rights.
	 
	21.1.4	 	No Breach. The execution and delivery of the Operative Documents, the
consummation by LESSOR of the transactions contemplated in this Lease and compliance by LESSOR
with the terms and provisions hereof do not and will not contravene any Law applicable to
LESSOR, or result in any breach of or constitute any default under any indenture, mortgage,
chattel mortgage, deed of trust, conditional sales contract, bank loan or credit agreement,
charter, bylaw or other agreement or instrument to which LESSOR is a party or by which LESSOR
or its properties or assets may be bound or affected.
	 
	21.2 Covenant of Quiet Enjoyment. So long as no Default or Event of Default has occurred
and is continuing hereunder, LESSOR covenants that neither LESSOR nor any person lawfully claiming
through LESSOR will interfere with LESSEE’s quiet, peaceful use and enjoyment of the Aircraft.






ARTICLE
21

REPRESENTATIONS, WARRANTIES AND

COVENANTS OF LESSOR




70









 






 ARTICLE 22 FINANCIAL AND OTHER INFORMATION




LESSEE agrees to furnish each of the following to LESSOR:




(a) within 45 days after the end of each fiscal quarter of LESSEE, three hard copies
of the unaudited consolidated financial statements (including a balance sheet and
profit and loss statement) prepared for such quarter in accordance with generally
accepted accounting principles in;




(b) within 90 days after the end of each fiscal year of LESSEE, three hard copies of
the audited consolidated financial statements (including a balance sheet and profit
and loss statement) prepared as of the close of such fiscal year in accordance with
generally accepted accounting principles in . LESSEE’s chief financial officer will
also provide a certificate stating that no Default or Event of Default exists under
this Lease;




(c) promptly after distribution, three hard copies of all reports and financial
statements which LESSEE sends or makes available to its stockholders or creditors; and




(d) from time to time, such other reasonable information as LESSOR or LESSOR’s Lender
may reasonably request concerning the location, condition, use and operation of the
Aircraft or the financial condition of LESSEE.



ARTICLE 22

FINANCIAL AND OTHER INFORMATION




71









 






ARTICLE 23 RETURN OF AIRCRAFT


23.1 Date of Return. LESSEE is obligated to return the Aircraft, Engines, APU, Parts and
Aircraft Documentation to LESSOR on the Expiration Date, unless a Total Loss of the Aircraft
occurred prior to the Expiration Date and this Lease was terminated early in accordance with
Article 19.3. If an Event of Default occurs hereunder by LESSEE failing to return the Aircraft on
the Expiration Date or if an Event of Default occurs prior to or after the Expiration Date and
LESSOR repossesses the Aircraft, the return requirements set forth in this Article 23 nonetheless
must be met on the date the Aircraft is actually returned to LESSOR or repossessed by LESSOR.



23.2 Last Engine Shop Visits. With respect to the last Engine shop visit of an Engine
prior to return of the Aircraft, LESSEE will submit to LESSOR at least 30 days in advance the
intended workscope of such shop visit. If LESSOR requests, LESSEE will perform additional work at
such shop visit at LESSOR’s cost.



23.3 Payments from LESSEE. No later than 10 months prior to the Expiration Date, LESSEE
will provide LESSOR with an estimate of the total amount to be paid by LESSEE pursuant to Article
23.12 and will supply LESSOR with supporting data. LESSEE and LESSOR will discuss LESSEE’s
estimate and mutually agree upon an estimated amount, which amount LESSEE will pay to LESSOR no
later than 60 days prior to the Expiration Date. Immediately prior to return, LESSEE and LESSOR
will recalculate the total amount actually owed by LESSEE to LESSOR pursuant to Article 23.12. In
the event of any shortfall between the estimated amount paid by LESSEE and the actual amount due,
LESSEE will pay LESSOR the amount of such shortfall prior to return of the Aircraft. In the event
of an overpayment, LESSOR will reimburse to LESSEE the amount of such overpayment. In no event
will LESSOR be required to accept return of the Aircraft until the amounts payable by LESSEE to
LESSOR pursuant to Article 23.3 have been received by LESSOR.



23.4 Technical Report. No later than six months prior to the Expiration Date (and
in an updated form at return of the Aircraft), LESSEE will provide LESSOR with a Technical
Evaluation Report and, in addition upon LESSOR’s request, will make copies available of (a)
drawings of the interior configuration of the Aircraft both as it presently exists and as it will
exist at return, (b) an Airworthiness Directive status list, (c) a service bulletin incorporation
list, (d) rotable tracked, hard-time and life-limited component listings, (e) a list of
modifications, alterations and repairs, (f) interior material burn certificates, (g) the
Maintenance Program, (h) the complete workscopes for the checks, inspections and other work to be
performed prior to return, (i) a forecast of the checks, inspections and other work to be performed
within 18 months after return of the Aircraft, (j) a list of all no-charge service bulletin kits
with respect to the Aircraft which were ordered by LESSEE from Manufacturer or the Engine
manufacturer,




ARTICLE 23

RETURN OF AIRCRAFT




72









 




(k)
current Engine disk sheets, (l) last Engine shop visit reports, (m) takeoff and cruise trend
reports for the last 12 months and (n) any other data which is reasonably requested by LESSOR.



23.5 Return Location. LESSEE at its expense will return the Aircraft, Engines, APU,
Parts and Aircraft Documentation to LESSOR at or at such other location as may be mutually agreed
to by LESSEE and LESSOR.



23.6 Full Aircraft Documentation Review. For the period commencing at least one month
prior to the proposed redelivery date and continuing until the date on which the Aircraft is
returned to LESSOR in the condition required by this Lease, LESSEE will provide for the review of
LESSOR and/or its representative all of the Aircraft records and historical documents described in
Exhibit O in one central room with access to telephone, photocopy, fax and internet connections at
the Aircraft return location.



23.7 Maintenance Policies and Procedures Manuals. At return of the Aircraft and at
LESSOR’s request for the purposes of bridging and demonstrating to the next operator and its
aviation authority how the Aircraft has been maintained, LESSEE will provide LESSOR with copies of
its Maintenance Program, general maintenance manual, general policies and procedures manual,
maintenance exposition manual, general engineering manual, or their equivalents, and any other
related controlled documentation which affects the Aircraft. Recognizing that LESSEE’s maintenance
policies and procedures manuals are proprietary to LESSEE, LESSOR agrees that they will be only
utilized as set forth in Article 12.12 and this Article 23.7.





	23.8	 	Aircraft Inspection.
	 
	23.8.1	 	During the maintenance checks performed prior to the proposed redelivery and at the actual
return of the Aircraft, LESSOR and/or its representatives will have an opportunity to observe
functional and operational system checks, perform a visual inspection of the Aircraft (taking
into account the Aircraft type, age, use and other known factors with respect to the Aircraft)
and perform a full inspection of the Aircraft Documentation (including records and manuals),
all to LESSOR’s satisfaction. Any deficiencies from the Aircraft return condition
requirements set forth in this Article 23 will be corrected by LESSEE at its cost prior to
return of the Aircraft.
	 
	23.8.2	 	Prior to the Aircraft acceptance flight described in Article 23.8.3, with LESSOR
and/or LESSOR’s representatives present, LESSEE will conduct a systems functional and
operational inspection of the Aircraft in accordance with Manufacturer’s checklist procedures.
	 
	23.8.3	 	Immediately prior to redelivery of the Aircraft, LESSEE will carry out for LESSOR and/or
LESSOR’s representatives an Aircraft acceptance flight which will be for not





ARTICLE 23

RETURN OF AIRCRAFT




73









 






	 	 	less than one hour and not more than two hours in which standard revenue flight
profiles are demonstrated. Flight costs and fuel will be furnished by and at the
expense of LESSEE. Any deficiencies from the Aircraft return condition requirements
set forth in this Article 23 will be corrected by LESSEE at its cost prior to return
of the Aircraft.
	 
	23.8.4	 	To the extent that the ground inspection and acceptance flight extend beyond the Expiration
Date, the Lease Term will be deemed to have been automatically extended and the obligations of
LESSEE hereunder (including Article 23.15.3) will continue on a day-to-day basis until the
Aircraft is accepted by LESSOR executing the Return Acceptance Receipt in the form of Exhibit
M.
	 
	23.9	 	Certificate of Airworthiness Matters.
	 
	23.9.1	 	The Aircraft will possess a current Certificate of Airworthiness issued by the Aviation
Authority (although this Certificate of Airworthiness may later be replaced by an Export
Certificate of Airworthiness or equivalent if requested by LESSOR pursuant to Article 23.13).
In addition, even if LESSEE must perform engineering, maintenance and repair work on the
Aircraft beyond the requirements of Article 12, the Aircraft at return must be in the
condition required in order to meet the requirements for issuance of a U.S. Standard
Certificate of Airworthiness for transport category aircraft issued by the FAA in accordance
with FAR Part 21 and, in addition, to meet the operating requirements of FAR Part 121 with no
restrictions imposed. In addition, even if LESSEE must perform engineering, maintenance and
repair work on the Aircraft beyond the requirements of Article 12, the Aircraft at return must
be in the condition required in order to meet the requirements for issuance of an EASA
Certificate of Airworthiness for transport category aircraft issued by an EASA member country
in accordance with EASA Part 21 and, in addition, to meet the operating requirements of EU-OPS
1 and Eurocontrol with no restrictions imposed.
	 
	23.9.2	 	At LESSOR’s request, LESSEE at its cost will demonstrate that the Aircraft meets the
requirements for issuance of the U.S. Standard Certificate of Airworthiness for transport
category aircraft specified in Article 23.9.1 by delivering to LESSOR at LESSOR’s option
either an actual U.S. Standard Certificate of Airworthiness (if the Aircraft is to be
registered in the U.S.) or a letter acceptable to LESSOR signed by an FAA Designated
Airworthiness Representative (DAR) or another Person acceptable to LESSOR stating that the DAR
or such Person has inspected the Aircraft and Aircraft Documentation (including records and
manuals) and has found that the Aircraft meets the requirements for issuance of a U.S.
Standard Certificate of Airworthiness for transport category aircraft in accordance with FAR
Part 21 and, in addition, meets the operating requirements of FAR Part 121 with no
restrictions imposed. At LESSOR’s request, LESSEE at its cost will demonstrate that the





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	 	 	Aircraft meets the requirements for issuance of an EASA Certificate of Airworthiness
for transport category aircraft issued by an EASA member country as specified in
Article 23.9.1 by delivering to LESSOR a letter or other document acceptable to LESSOR
signed by the aviation authority of an EASA member country or another Person
acceptable to LESSOR stating that such Person has inspected the Aircraft and Aircraft
Documentation (including records and manuals) and has found that the Aircraft meets
the requirements for issuance of a Certificate of Airworthiness for transport category
aircraft issued by an EASA member country in accordance with EASA Part 21 and, in
addition, meets the operating requirements of EU-OPS 1 and Eurocontrol with no
restrictions imposed.
	 
	23.9.3	 	If the Aircraft is to be registered in a country other than in the U.S. after return from
LESSEE, LESSOR may in its sole discretion waive the requirements of Article 23.9.2 and instead
require that LESSEE at its expense (to the extent such expense is no greater than that which
LESSEE would have incurred pursuant to Articles 23.9.1 and 23.9.2, with any additional
expenses being for LESSOR’s account) put the Aircraft in a condition to meet the requirements
for issuance of a Certificate of Airworthiness of the aviation authority of the next country
of register.
	 
	23.10	 	General Condition of Aircraft at Return.
	 
	23.10.1	 	The Aircraft, Engines, APU and Parts will have been maintained and repaired in
accordance with the Maintenance Program, the rules and regulations of the Aviation Authority
and this Lease.
	 
	23.10.2	 	If any Part installed on the Airframe, any Engine or the APU at return was not installed at
Delivery, then such Part will have met the requirements of Article 12.4.1 at the time of
installation.
	 
	23.10.3	 	The requirements of Article 12.2.2 will have been met with respect to the installation of
PMA Parts and OEM Parts in the Engines during the Lease Term. Without limiting the foregoing,
all stationary high energy Parts in the gaspath of the Engines will be OEM Parts.
	 
	23.10.4	 	Aircraft Documentation (including records and manuals) will have been maintained in English
and in an up-to-date status, in accordance with the rules and regulations of the Aviation
Authority and the FAA and this Lease and in a form necessary in order to meet the requirements
of Article 23.9.1. The records and historical documents set forth in Exhibit O will be in
English. If LESSEE subscribes to Manufacturer’s on-line data access services, LESSEE must
nonetheless return the Aircraft manuals with all current revisions provided by Manufacturer in
CD, microfilm or other format acceptable to LESSOR.





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	23.10.5	 	All hard-time, time-controlled, time-tracked and life-limited Parts which are installed on
the Aircraft will have an FAA Form 8130-3 or EASA Form 1 evidencing the airworthiness of such
Part at the time of installation on the Aircraft. In the case of life-limited Parts, the
documentation will also state the total hours and cycles since new. In the case of hard-time,
time-controlled or time-tracked Parts, the documentation will also state the time since last
Overhaul or refurbishment, will have a reference to the relevant section of the Component
Maintenance Manual under which the Part was Overhauled or refurbished, as applicable, and will
identify the FAA-approved repair agency or EASA-approved repair agency, as applicable, which
performed the last Overhaul or refurbishment.
	 
	23.10.6	 	All Parts other than those referred to in Article 23.10.5 installed on the Aircraft will
have FAA-acceptable or EASA-acceptable documentation demonstrating that such Parts were
airworthy at the time of installation on the Aircraft.
	 
	23.10.7	 	The Aircraft will be in the same working order and condition as at Delivery (subject
to the other provisions of this Article 23, reasonable wear and tear from normal flight
operations excepted), with all pilot discrepancies and deferred maintenance items cleared on a
terminating action basis.
	 
	23.10.8	 	The Aircraft will be airworthy (conform to type design and be in a condition for safe
operation), with all Aircraft equipment, components and systems operating in accordance with
their intended use and within limits approved by Manufacturer, the Aviation Authority and the
FAA.
	 
	23.10.9	 	The Aircraft interior (including cabin and windows) and exterior will be clean, with all
compartments free of foreign objects. The Aircraft will be substantially free of dirt,
grease, fluids, stains, grime, cracks, tears and rips, consistent with worldwide commercial
airline standards for used aircraft at completion of a heavy maintenance check.
	 
	23.10.10	 	No special or unique Manufacturer, Engine manufacturer or Aviation Authority inspection or
check requirements which are specific to the Aircraft or Engines (as opposed to all aircraft
or engines of their types) will exist with respect to the Airframe, Engines and Aircraft
equipment, components and systems.
	 
	23.10.11	 	All repairs to the Aircraft will have been accomplished in accordance with Manufacturer’s
Structural Repair Manual (or FAA-approved data supported by an FAA Form 8110-3 or FAA Form
8100-9) (or EASA-approved data supported by DGAC Repair Design Approval Sheets or its EASA
equivalent).
	 
	23.10.12	 	All Modifications to the Aircraft will have been accomplished in accordance with
FAA-approved data supported by an FAA Form 8110-3, FAA Form 8100-9 or FAA





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	 	 	supplemental type certificate. All Modifications will also be accomplished in
accordance with EASA-approved data supported by DGAC-approved Repair Design Approval
Sheets or its EASA equivalent or an EASA-approved supplemental type certificate.
	 
	23.10.13	 	The Aircraft will be returned with LESSOR’s Engines and APU installed and with the
same equipment as at Delivery, subject only to those replacements, additions and Modifications
permitted under this Lease. To the extent LESSEE performed a Modification which cost in
excess of US$ and LESSOR did not approve such Modification in accordance with Article 12.9.1,
LESSOR may require LESSEE to return the Aircraft in its original condition prior to such
Modification.
	 
	23.10.14	 	All Airworthiness Directives which are issued prior to the date of return of the Aircraft
and which require compliance prior to return of the Aircraft to LESSOR or within months after
the Termination Date (the “LESSEE AD Compliance Period”) will have been complied with
on the Aircraft at LESSEE’s cost as follows:






(a) all such Airworthiness Directives for which terminating action is due
within the LESSEE AD Compliance Period will have been accomplished by
performing the terminating action; and




(b) all such Airworthiness Directives for which terminating action is not due
within the LESSEE AD Compliance Period will have been accomplished at the
highest level of inspection or modification possible short of terminating
action.




	 	 	If, after using best efforts, LESSEE is unable to acquire the material, parts or
components necessary to accomplish any such Airworthiness Directive, LESSEE will pay
to LESSOR upon return of the Aircraft the estimated cost of performing such
Airworthiness Directive in accordance with this Article 23.10.14. If the estimated
cost cannot be mutually agreed upon by LESSEE and LESSOR, LESSEE and LESSOR will each
obtain an estimate from a reputable FAA or EASA approved maintenance facility
(unaffiliated with LESSEE or LESSOR) and the estimated cost will be the average of the
two estimates.
	 
	23.10.15	 	All Modifications which must be performed prior to the date of return of the Aircraft or
within months after the Termination Date in order to meet the FAA requirements for FAR Part
121 operations will have been incorporated on the Aircraft at LESSEE’s cost.
	 
	23.10.16	 	The Aircraft will be in compliance with Manufacturer’s Corrosion Prevention and Control
Program (CPCP) specified for the model type by Manufacturer and LESSEE will provide LESSOR
with documentation substantiating such compliance.





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	23.10.17	 	If any waivers, deviations, dispensations, alternate means of compliance,
extensions or carry-overs with respect to maintenance or operating requirements,
repairs or Airworthiness Directives are granted by the Aviation Authority or permitted
by the Maintenance Program, LESSEE at its sole cost and expense will nonetheless
perform such maintenance or operating requirements, repairs or Airworthiness
Directives as if such waivers, deviations, dispensations, alternate means of
compliance, or extensions or carry-overs did not exist.
	 
	23.10.18	 	The Aircraft will be free from any Security Interest except LESSOR’s Liens and no
circumstance will have so arisen whereby the Aircraft is or could become subject to any
Security Interest or right of detention or sale in favor of the Aviation Authority, any
airport authority, Eurocontrol or any other authority or Government Entity.
	 
	23.10.19	 	All no-charge vendor and Manufacturer’s service bulletin kits received by LESSEE for the
Aircraft but not installed thereon will be on board the Aircraft as cargo. All no-charge
vendor and Manufacturer’s service bulletin kits ordered by LESSEE but not yet received will,
upon receipt by LESSEE and at LESSEE’s cost, be forwarded as instructed by LESSOR. At
LESSOR’s request, any other service bulletin kit which LESSEE paid for will also be delivered
to LESSOR on board the Aircraft, but LESSOR will reimburse LESSEE for its actual out-of-pocket
costs for such kit, unless LESSEE purchased such kit as part of its implementation of a
service bulletin on its fleet of aircraft of the same type as the Aircraft but had not yet
installed such kit on the Aircraft, in which case such kit will be furnished free of charge to
LESSOR.
	 
	23.10.20	 	The Aircraft will be free of any leaks which are found to be outside Manufacturer’s
maintenance manual limits and any damage resulting therefrom. All repairs will have been
performed on a permanent basis in accordance with the applicable manufacturer’s instructions.
	 
	23.10.21	 	The Aircraft fluid reservoirs (including oil, oxygen, hydraulic and water) will be
serviced to full and the waste tank serviced in accordance with Manufacturer’s instructions.
Fuel tanks will be at least as full as at Delivery.
	 
	23.11 Checks Prior to Return. Immediately prior to return of the Aircraft to LESSOR,
LESSEE at its expense will do each of the following:
	 
	23.11.1	 	LESSEE will have the Return Check performed by an FAA-approved repair facility. The
Aircraft will also be weighed. LESSEE also agrees to perform during the Return Check any
other work reasonably requested by LESSOR (and not otherwise required under this Lease) and
LESSOR will reimburse LESSEE for performing such LESSOR-requested work based on LESSEE’s
out-of-pocket and unburdened labor and material costs.





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	23.11.2	 	LESSEE will remove LESSEE’s exterior markings, including all exterior paint, by stripping
(or, at LESSOR’s option, pneumatically sanding) the paint from the fuselage, empennage, wings
and Engine cowlings, and clean, reseal, refinish, prepare (including application of alodine or
another corrosion inhibitor) and prime the surfaces to be painted, all in accordance with
Manufacturer’s and paint manufacturer’s recommendations. LESSEE will then repaint the
fuselage, empennage, wings and Engine cowlings in the colors and logo specified by LESSOR.
Such painting will be accomplished in such a manner as to result in a uniformly smooth and
cosmetically acceptable aerodynamic surface. All external placards, signs and markings will
be properly attached, free from damage, clean and legible. After painting, the Aircraft will
be weighed.
	 
	23.11.3	 	LESSEE will clean the exterior and interior of the Aircraft.
	 
	23.11.4	 	If reasonably required by LESSOR, LESSEE will repaint by touch-up the interior of the
Aircraft, including flight deck, and replace missing, broken or illegible placards.
	 
	23.11.5	 	In accordance with Article 23.10.11, LESSEE will permanently repair damage to the Aircraft
that exceeds Manufacturer’s limits and replace any non-flush structural patch repairs
installed on the Aircraft during the Lease Term with permanent flush-type repairs, in each
case with no further inspection requirements. If Manufacturer’s Structural Repair Manual does
not contain a permanent flush repair scheme for a particular type of damage, LESSEE will
obtain a permanent flush repair scheme from Manufacturer (including an FAA Form 8110-3 or FAA
Form 8100-9) (including EASA-approved data supported by DGAC Repair Design Approval Sheets or
its EASA equivalent) and perform the permanent flush repair recommended by Manufacturer.
	 
	23.11.6	 	With LESSOR and/or its representatives present, LESSEE will perform a full and
complete hot and cold section videotape borescope on each Engine and its modules in accordance
with Manufacturer’s aircraft maintenance manual.
	 
	23.11.7	 	If the Engine historical and technical records and/or condition trend monitoring data of
any Engine indicate an acceleration in the rate of deterioration in the performance of an
Engine, LESSEE will correct, to LESSOR’s satisfaction, such conditions which are determined to
be causing such accelerated rate of deterioration.
	 
	23.11.8	 	With LESSOR and/or its representatives present, LESSEE will accomplish a power assurance
run on the Engines in accordance with Manufacturer’s aircraft maintenance manual. LESSEE will
record the Engine power assurance test conditions and results on the Return Acceptance
Receipt.





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	23.11.9	 	LESSEE will provide evidence to LESSOR’s satisfaction that the Engine historical and
technical records, borescope inspection, trend monitoring and power assurance run do not
reveal any condition which would cause the Engines or any module to be unserviceable, beyond
serviceable limits or serviceable with an increased frequency of inspection or with calendar
time, flight hour or flight cycle restrictions under the Manufacturer’s aircraft maintenance
manual. LESSEE will correct any discrepancies in accordance with the guidelines set out by
the Engine manufacturer which may be discovered during such inspection.
	 
	23.11.10	 	In the event the Engine historical and technical records, borescope inspection, trend
monitoring and other checks specified in Article 23.11.8 result in a dispute regarding the
conformity of an Engine with the requirements of this Article 23, LESSEE and LESSOR will
consult with the Engine manufacturer and follow the Engine manufacturer’s recommendations
(including the accomplishment of an Engine test cell operational check) with regard to
determining if such Engine complies with the requirements of this Article 23 and the manner in
which any discrepancies from the requirements of this Article 23 will be rectified.
	 
	23.11.11	 	With LESSOR and/or its representatives present, LESSEE will perform an APU
condition test in accordance with Manufacturer’s aircraft maintenance manual and a complete
hot and cold section videotape borescope on the APU. LESSEE will provide evidence to LESSOR’s
satisfaction that the APU condition test and borescope inspection do not reveal any condition
which would cause the APU to be unserviceable, beyond serviceable limits or serviceable with
an increased frequency of inspection or with calendar time, flight hour or flight cycle
restrictions. LESSEE will correct any discrepancies in accordance with the guidelines set out
by the APU manufacturer which may be discovered during such test or inspections.
	 
	23.11.12	 	If the APU historical and technical records and/or condition trend monitoring data
indicate an acceleration in the rate of deterioration in the performance of the APU, LESSEE
will correct, to LESSOR’s satisfaction, such conditions which are determined to be causing
such accelerated rate of deterioration.
	 
	23.12	 	Part Lives. At return, the condition of the Aircraft will be as follows:
	 
	23.12.1	 	The Aircraft will have zero hours consumed since the Return Check (excluding hours consumed
on the acceptance flight).
	 
	 	 	In addition, for each “HMV Task” that was not performed at the Return Check, LESSEE
will pay LESSOR an amount equal to the number of hours, cycles, or calendar days
(whichever is the relevant determining factor for such HMV Task pursuant to the MPD)
consumed on the Aircraft at return since Delivery (or if, such





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HMV Task was performed since Delivery, since the date of performance of such HMV Task)
multiplied by an HMV Task cost calculated as follows:




such HMV Task cost will be the quotient obtained by dividing (a) the expected
cost of the next performance of such HMV Task by (b) the full allotment of
hours, cycles, or calendar days (whichever is the relevant determining factor)
which is the interval between such HMV Task on the Aircraft as recommended by
the MPD. For avoidance of doubt, the expected cost of the next performance of
an HMV Task will include the expected labor and material charges for performing
both routine and non-routine work related to the HMV Task. If LESSEE and
LESSOR are unable to agree on the expected cost of the next performance of an
HMV Task, such cost will be established by taking the average of the price
quotes submitted by two reputable FAA or EASA-approved Airframe overhaul
facilities (unaffiliated with LESSEE or LESSOR), one selected by LESSEE and the
other selected by LESSOR.




	23.12.2	 	Each Engine will meet all of the following:






(a) Each of the high pressure compressor, diffuser/combustion, high pressure turbine
nozzles and high pressure turbine modules will have operated no more than hours and
cycles since the last shop visit at which a Module Performance Restoration was
performed on it. Each Engine will have operated no more than hours and cycles since
its last Qualified Performance Restoration.




(b) Each Engine will have at least hours and cycles remaining to operate until its
next anticipated removal (based on a review of the Engine historical and technical
records, borescope inspection results, power assurance run results, trend monitoring
data and the other checks specified in Articles 23.11.6, 23.11.7, 23.11.8 and
23.11.9).




In addition, at return and for each Engine module, LESSEE will pay LESSOR an amount
equal to the number of hours consumed on such Engine module at return since its last
Module Performance Restoration multiplied by a Module Performance Restoration cost per
hour for such module calculated as follows:




the Module Performance Restoration cost per hour for such module will be an
amount equal to the product of (i) the maintenance cost per Engine flight hour
for maintaining the Engine, multiplied by (ii) the percentage of such Engine
maintenance cost applicable to the particular Engine module, all as determined
by the Engine manufacturer’s then-current data.




(c) Each Engine will have a remaining hot day takeoff EGT margin sufficient to
permit the operation of such Engine for the hours and cycles set forth in the



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preceding subparagraph (based on a review of the Engine historical and technical
records, borescope inspection results, power assurance run results, trend monitoring
data and the other checks specified in Articles 23.11.6, 23.11.7, 23.11.8 and
23.11.9).




(d) The Engine historical and technical records, borescope inspection, trend
monitoring, power assurance run and other checks specified in Articles 23.11.6,
23.11.7, 23.11.8 and 23.11.9 indicate that the Engine should operate for the hours and
cycles set forth in Article 23.12.2(b).




(e) Each Part of an Engine which has a life limit will have cycles (or hours, if
applicable) remaining to operate until its next removal per the Engine manufacturer’s
limit.




In addition, at return and for each life-limited Part within an Engine, LESSEE will
pay LESSOR an amount equal to the product of (a) the quotient obtained by dividing (i)
the cycles consumed on each life-limited Part within an Engine by (ii) the total life
of each such life-limited Part, multiplied by (b) the replacement cost of the
applicable life-limited Part, all as determined by the Engine manufacturer’s
then-current data.




(f) Without limiting Article 12.4, if a life-limited Part installed on an Engine at
Delivery was replaced during the Lease Term, then the replacement life-limited Part
will have had, at the time of installation, no more cycles consumed than the removed
life-limited Part.




	23.12.3	 	The APU will have zero APU hours consumed since the last hot section refurbishment
(excluding hours consumed on the acceptance flight).
	 
	 	 	In addition, at return, LESSEE will pay LESSOR an amount equal to the product of (a)
the number of hours consumed on the APU at return since its last hot section
refurbishment, multiplied by (b) the then-current APU hot section refurbishment cost
per APU hour based on the APU’s manufacturer’s data.
	 
	 	 	To the extent there are life-limited Parts in the APU, then, for each such
life-limited Part, LESSEE will pay LESSOR an amount equal to the product of (a) the
quotient obtained by dividing (i) the cycles consumed on each such life-limited Part
within the APU since new by (ii) the total life of each such life-limited Part,
multiplied by (b) the replacement cost of the applicable life-limited Part, all as
determined by the APU manufacturer’s then-current data.
	 
	23.12.4	 	Each leg of the Landing Gear will have at least months and cycles remaining pursuant to
the MPD until the next scheduled Overhaul or scheduled removal.





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In addition, at return and for each leg of the Landing Gear, LESSEE will pay LESSOR an
amount equal to the product of (a) the number of days or cycles (as applicable)
consumed on such leg of the Landing Gear at return since the last Overhaul (or, if
never Overhauled, since Delivery), multiplied by (b) a Landing Gear Overhaul cost per
day or cycle (as applicable) for such leg calculated as follows:




such Landing Gear Overhaul cost price per day or cycle (as applicable) for such
leg will be the quotient obtained by dividing (i) the expected cost of the next
Landing Gear Overhaul for such leg by (ii) the full allotment of days or cycles
(as applicable) between scheduled Overhauls or scheduled removals for such leg
of the Landing Gear as approved by the MPD. If LESSEE and LESSOR are unable to
agree on the expected cost of the next scheduled Landing Gear Overhaul for such
leg, such cost will be established by taking the average of the price quotes
submitted by two reputable FAA or EASA-approved Landing Gear overhaul
facilities (unaffiliated with LESSEE or LESSOR), one selected by LESSEE and the
other selected by LESSOR.




	23.12.5	 	Each Part of the Airframe, Engine or APU which has a hard time limit pursuant to the
MPD will have the greater of (a) at least 50% of such hard time Part’s full allotment of hours
and cycles or (b) hours and cycles remaining to operate until its next scheduled Overhaul or
scheduled removal pursuant to the MPD. However, if such hard time Part’s full allotment of
hours and cycles between Overhauls pursuant to the MPD is less than hours and cycles, then
such hard time Part will be returned with zero hours and zero cycles out of Overhaul.
	 
	23.12.6	 	Each life-limited Part of the Airframe or the APU will have the greater of (a) at least 50%
of such life-limited Part’s full allotment of hours and cycles or (b) hours and cycles
remaining to operate until its next scheduled replacement pursuant to the MPD (in case of an
Airframe life-limited Part) or the APU’s manufacturer’s limit (in case of an APU life-limited
Part). However, if such life-limited Part’s full allotment of hours and cycles remaining to
operate is less than hours and cycles, then such life-limited Part will be returned with
100% of its total approved hours and cycles remaining.
	 
	23.12.7	 	Without limiting Article 12.4, if a life-limited Part installed on the Airframe (including
the Landing Gear) or APU at Delivery was replaced during the Lease Term, then the replacement
life-limited Part will have had, at the time of installation, no more cycles consumed as the
removed life-limited Part.
	 
	23.12.8	 	Each Part which has a calendar time limit will have months remaining to operate until
removal pursuant to the MPD. If a Part with a calendar time limit has a total





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	 	 	approved calendar time remaining pursuant to the MPD of less than months, then such
Part will be returned with 100% of its total approved calendar time remaining until
removal.
	 
	23.12.9	 	No Part (excluding the life-limited Parts which are covered by Articles 23.12.2(e),
23.12.2(f), 23.12.6 and 23.12.7) will have total hours or total cycles since new greater than
110% of that of the Airframe and, with respect to all such Parts as a group, such Parts will
have an average total time since new no greater than that of the Airframe.
	 
	23.12.10	 	Each Landing Gear tire and brake will be new or have zero hours/cycles out of Overhaul
(except for the acceptance flight).Each Landing Gear tire and brake will have at least 50% of
its wear remaining.




23.13 Export and Deregistration of Aircraft. At LESSOR’s request, LESSEE at its
cost will (a) provide an Export Certificate of Airworthiness or its equivalent from the State of
Registration so that the Aircraft can be exported to the country designated by LESSOR, (b) assist
with deregistration of the Aircraft from the register of aircraft in the State of Registration, (c)
assist with arranging for prompt confirmation of such deregistration to be sent by the registry in
the State of Registration to the next country of registration and (d) perform any other acts
reasonably required by LESSOR in connection with the foregoing. If any Aircraft work which LESSEE
is not otherwise required to perform hereunder, including engineering, is required in order to
obtain such Export Certificate of Airworthiness, LESSEE will perform such work and LESSOR will
reimburse LESSEE for such work at LESSEE’s out-of-pocket and unburdened labor and material costs.



23.14 Delay in Return of Aircraft Due to LESSOR Work Requests. LESSEE will not be
required to pay Rent to LESSOR for any whole days that return of the Aircraft to LESSOR is delayed
solely as a result of LESSOR’s requests that additional work be performed over and above the work
necessary to place the Aircraft in the condition required by this Article 23.



23.15 LESSEE’s Continuing Obligations. In the event that LESSEE does not return the
Aircraft to LESSOR on the Expiration Date and in the condition required by this Article 23 for any
reason (whether or not the reason is within LESSEE’s control):





	23.15.1	 	the obligations of LESSEE under this Lease will continue in full force and effect on a
day-to-day basis until such return. This will not be considered a waiver of LESSEE’s Event of
Default or any right of LESSOR hereunder.
	 
	23.15.2	 	Until such return, the Agreed Value will be an amount equal to the Agreed Value on the day
the Aircraft should have been returned to LESSOR pursuant to this Lease.





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	23.15.3	 	Without limiting LESSOR’s rights and remedies under Article 25 and except for a delay in
return of the Aircraft for the reason set forth in Article 23.14, until such time as the
Aircraft is redelivered to LESSOR and put into the condition required by this Article 23,
instead of paying the Rent specified in Article 5.4, LESSEE will pay twice the amount of Rent
in effect on the Expiration Date for each day from the scheduled Expiration Date until the
Termination Date. In determining the applicable normal Rent per day that will be doubled for
purposes of this calculation, the Rent payable under Article 5.4.1 will be prorated based on
the actual number of days in the applicable . Payment will be made upon presentation of
LESSOR’s invoice.
	 
	23.15.4	 	LESSOR may elect, in its sole and absolute discretion, to accept the return of the Aircraft
prior to the Aircraft being put in the condition required by this Article 23 and thereafter
have any such non-conformance corrected at such time as LESSOR may deem appropriate (but
within 90 days following the return of the Aircraft) and at commercial rates then charged by
the Person selected by LESSOR to perform such correction. Any direct expenses incurred by
LESSOR for such correction will be payable by LESSEE within 15 days following the submission
of a written statement by LESSOR to LESSEE, identifying the items corrected and setting forth
the expense of such corrections. LESSEE’s obligation to pay such amounts will survive the
Termination Date.




23.16 Airport and Navigation Charges. LESSEE will ensure that at return of the Aircraft
any and all airport, navigation and other charges which give rise or may if unpaid give rise to any
lien, right of detention, right of sale or other Security Interest in relation to the Aircraft,
Engine, APU or any Part have been paid and discharged in full and will at LESSOR’s request produce
evidence thereof satisfactory to LESSOR.



23.17 Return Acceptance Receipt. Upon return of the Aircraft in accordance with the
terms of this Lease, LESSEE will prepare and execute two Return Acceptance Receipts in the form and
substance of Exhibit M and LESSOR will countersign and return one such Return Acceptance Receipt to
LESSEE. In addition, LESSEE and LESSOR will execute a Lease Termination for filing with the FAA
evidencing termination of this Lease.



23.18 Indemnities and Insurance. The indemnities and insurance requirements set forth in
Articles 17 and 18, respectively, will apply to Indemnitees and LESSOR’s representatives during
return of the Aircraft, including the ground inspection and acceptance flight. With respect to the
acceptance flight, LESSOR’s representatives will receive the same protections as LESSOR on LESSEE’s
Aviation and Airline General Third Party Liability Insurance.




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23.19 Storage. At LESSOR’s request, LESSEE will continue to lease the Aircraft under
this Lease for a period not to exceed 30 days. During this period, LESSEE will have no obligations
under this Lease except, at LESSOR’s cost, to park and store the Aircraft in accordance with
Manufacturer’s recommended short term storage program at one of LESSEE’s principal maintenance
facilities in and to maintain all insurance on the Aircraft. LESSEE will not utilize the Aircraft
for any reason during this period.





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     ARTICLE 24 ASSIGNMENT


24.1 No Assignment by LESSEE. NO ASSIGNMENT, NOVATION, TRANSFER, MORTGAGE OR OTHER
CHARGE MAY BE MADE BY LESSEE OF ANY OF ITS RIGHTS OR OBLIGATIONS WITH RESPECT TO THE AIRCRAFT, ANY
ENGINE OR PART, OR THIS LEASE.





	24.2	 	Sale or Assignment by LESSOR.
	 
	24.2.1	 	Subject to LESSEE’s rights pursuant to this Lease, LESSOR may at any time and without
LESSEE’s consent sell, assign or transfer its rights, interest and obligations hereunder or
with respect to the Aircraft to a third party (“LESSOR’s Assignee”).
	 
	24.2.2	 	The term “LESSOR” as used in this Lease means the lessor of the Aircraft at the time
in question. In the event of the sale of the Aircraft and transfer of LESSOR’s rights and
obligations under this Lease, LESSOR’s Assignee will become “LESSOR” of the Aircraft under
this Lease and the transferring party (the prior “LESSOR”) will be relieved of all liability
to LESSEE under this Lease for obligations arising on and after the date the Aircraft is sold.
LESSEE will acknowledge and accept LESSOR’s Assignee as the new “LESSOR” under this Lease and
will look solely to LESSOR’s Assignee for the performance of all LESSOR obligations and
covenants under this Lease arising on and after the Aircraft sale date.




24.3 LESSOR’s Lender. Subject to LESSEE’s rights pursuant to this Lease, LESSOR may at
any time and without LESSEE’s consent grant security interests over the Aircraft and assign the
benefit of this Lease to a lender (“LESSOR’s Lender”) as security for LESSOR’s obligations
to LESSOR’s Lender. Accordingly, if LESSOR’s Lender requires, as a condition to providing
financing, any nonsubstantive modification of this Lease, LESSEE agrees to enter into an agreement
so modifying this Lease.



24.4 LESSEE Cooperation. On request by LESSOR, LESSOR’s Assignee or LESSOR’s
Lender, LESSEE will execute all such documents (such as a lease assignment agreement) as LESSOR,
LESSOR’s Assignee or LESSOR’s Lender may reasonably require to confirm LESSEE’s obligations under
this Lease and obtain LESSEE’s acknowledgment that LESSOR is not in breach of the Lease. LESSEE
will provide all other reasonable assistance and cooperation to LESSOR, LESSOR’s Assignee and
LESSOR’s Lender in connection with any such sale or assignment or the perfection and maintenance of
any such security interest, including, at LESSOR’s cost, making all necessary filings and
registrations in the State of Registration and providing all opinions of counsel with respect to
matters reasonably requested




ARTICLE 24

ASSIGNMENT




87









 




by LESSOR, LESSOR’s Lender or LESSOR’s Assignee. LESSOR will reimburse LESSEE for its reasonable
out-of-pocket costs in reviewing documents required by LESSOR or LESSOR’s Lender.



24.5 Advance Consent Under Cape Town Convention. For the purpose of Article 33(1) of the
Convention and Article XV of the Protocol (combined for ease of reference in Article 46(1) of the
Consolidated Text), LESSEE hereby consents in advance to the transfer of the associated rights and
related international interests in respect of any assignment or sale by LESSOR or the granting of
any Security Interest by LESSOR in accordance with Articles 24.2 or 24.3. For the avoidance of
doubt, no additional consent by LESSEE will be required in connection with any such assignment of
associated rights and the related international interests pursuant to the Cape Town Convention.





	24.6	 	Protections.
	 
	24.6.1	 	LESSOR will obtain for the benefit of LESSEE an acknowledgment from any LESSOR’s Assignee or
LESSOR’s Lender that, so long as no Default or Event of Default has occurred and is continuing
hereunder, such Person will not interfere with LESSEE’s quiet, peaceful use and enjoyment of
the Aircraft.
	 
	24.6.2	 	If a financing for the Aircraft is in place at Delivery or LESSOR finances the Aircraft
after Delivery, then the term “LESSOR” in the provisions of this Lease relating to disclaimer,
title and registration, indemnity and insurance contained in Articles 8, 14, 17 and 18,
respectively, or with respect to Article 20.2.8, will be deemed in addition to LESSOR to
include LESSOR’s Assignee, LESSOR’s Lender and associated parties, if applicable. Also, if
the Aircraft was previously financed but such financing was no longer in place at the time of
Delivery of the Aircraft to LESSEE, the term “LESSOR“in the provisions of this Lease described
in this Article 24.6.2 will be deemed to include the former lender and associated parties.
	 
	24.6.3	 	If LESSOR sells or otherwise transfers the Aircraft after Delivery, then the
disclaimer and indemnity provisions contained in Articles 8 and 17 will continue to be
applicable after the sale or transfer to (and the term “LESSOR” as used in such provisions
will be deemed to include) International Lease Finance Corporation and, if applicable, the
parties referred to in Article 24.6.2. For a period of two years after such sale or
assignment and at LESSEE’s cost, LESSEE will continue to name LESSOR and the parties referred
to in Article 24.6.2, if applicable, as additional insureds under the Aviation and Airline
General Third Party Liability Insurance specified in Exhibit C and maintained in accordance
with Article 18.9.





ARTICLE 24

ASSIGNMENT




88









 





     ARTICLE 25 DEFAULT OF LESSEE


25.1 LESSEE Notice to LESSOR. LESSEE will promptly notify LESSOR if LESSEE becomes aware
of the occurrence of any Default or Event of Default.



25.2 Events of Default. The occurrence of any of the following will constitute an Event
of Default and material breach of this Lease by LESSEE:





(a) LESSEE fails to take delivery of the Aircraft when obligated to do so under the
terms of this Lease;




(b) LESSEE fails to make a Rent or other payment due hereunder in the manner and by
the date provided in this Lease and fails to make such payment within three Business
Days after such payment is due;




(c) LESSEE fails to obtain or maintain the insurance required by Article 18;




(d) LESSEE fails to return the Aircraft to LESSOR on the Expiration Date in accordance
with Article 23;




(e) LESSEE fails to observe or perform any of its other obligations hereunder and
fails to cure the same within 15 days after written notice thereof to LESSEE. If such
failure cannot by its nature be cured within 15 days, LESSEE will have the reasonable
number of days necessary to cure such failure (not to exceed a period of 60 days) so
long as it uses diligent and best efforts to do so;




(f) any representation or warranty of LESSEE in this Lease proves to be untrue in any
material respect;




(g) the registration of the Aircraft is cancelled other than as a result of an act or
omission of LESSOR;




(h) LESSEE abandons the Aircraft or Engines;




(i) LESSEE or an approved sublessee no longer has unencumbered control (other than
Permitted Liens) or possession of the Aircraft or Engines, except as otherwise
permitted by this Lease;




(j) LESSEE threatens to discontinue or temporarily or permanently discontinues
business or sells or otherwise disposes of all or substantially all of its assets;



ARTICLE 25

DEFAULT OF LESSEE




89









 






(k) a material adverse change occurs in the financial condition of LESSEE;




(l) LESSEE no longer possesses the licenses, certificates and permits required for the
conduct of its business as a certificated air carrier in;




(m) LESSEE fails to pay when due any airport or navigation charges (including
Eurocontrol charges) or any landing fees assessed with respect to the Aircraft or any
aircraft operated by LESSEE which, if unpaid, may give rise to any lien, right of
detention, right of sale or other Security Interest in relation to the Aircraft,
Engine, APU or any Part;




(n) LESSEE (i) suspends payment on its debts or other obligations, (ii) is unable to
or admits its inability to pay its debts or other obligations as they fall due, (iii)
is adjudicated or becomes bankrupt or insolvent or (iv) proposes or enters into any
composition or other arrangement for the benefit of its creditors generally;




(o) any proceedings, resolutions, filings or other steps are instituted or threatened
with respect to LESSEE relating to the bankruptcy, liquidation, reorganization or
protection from creditors of LESSEE or a substantial part of LESSEE’s property. If
instituted by LESSEE, the same will be an immediate Event of Default. If instituted
by another Person, the same will be an Event of Default if not dismissed, remedied or
relinquished within 60 days;




(p) any order, judgment or decree is entered by any court of competent jurisdiction
appointing a receiver, trustee or liquidator of LESSEE or a substantial part of its
property, or if a substantial part of LESSEE’s property is to be sequestered. If
instituted by or done with the consent of LESSEE, the same will be an immediate Event
of Default. If instituted by another Person, the same will be an Event of Default if
not dismissed, remedied or relinquished within 60 days;




(q) any indebtedness for borrowed monies or a guarantee or similar obligation owed by
LESSEE with an unpaid balance of at least US$ is declared due before its stated
maturity or LESSEE is in default under any other purchase agreement, lease,
conditional sale agreement or other agreement pursuant to which LESSEE has possession
of any aircraft;




(r) LESSEE is in default under any other lease or agreement between LESSEE and
LESSOR or a direct or indirect subsidiary of LESSOR and the same is not cured within
its specified cure period; or




(s) LESSEE is in default under any other aircraft or aircraft equipment lease
agreement which is managed by LESSOR on behalf of another Person and the same is not
cured within its specified cure period.



ARTICLE 25

DEFAULT OF LESSEE




90









 




25.3 LESSOR’s General Rights. Upon the occurrence of any Event of Default, LESSOR may do
all or any of the following at its option (in addition to such other rights and remedies which
LESSOR may have by statute or otherwise but subject to any requirements of applicable Law):





(a) terminate this Lease by giving written notice to LESSEE;




(b) terminate the rights of LESSEE to use or operate the Aircraft by giving written
notice to LESSEE, in which case LESSEE’s obligations under this Lease will continue
(including the obligations set forth in Articles 17 and 18);




(c) require that LESSEE immediately cease flying the Aircraft and leave it parked in
its then-current location by giving written notice to LESSEE, in which case LESSEE’s
obligations under this Lease will continue (including the obligations set forth in
Articles 17 and 18);




(d) require that LESSEE immediately move the Aircraft to an airport or other location
designated by LESSOR and park the Aircraft there by giving written notice to LESSEE,
in which case LESSEE’s obligations under this Lease will continue (including the
obligations set forth in Articles 17 and 18);




(e) take possession of the Aircraft. If LESSOR takes possession of the Aircraft, it
may enter upon LESSEE’s premises where the Aircraft is located without liability.
Upon repossession of the Aircraft, LESSOR will then be entitled to sell, lease or
otherwise deal with the Aircraft as if this Lease had never been made. LESSOR will be
entitled to the full benefit of its bargain with LESSEE;




(f) instruct any maintenance or repair facility which is in possession of the
Aircraft, any Engine, the APU or any Part as to its disposition or release;




(g) for LESSEE’s account, do anything that may reasonably be required to cure
any default and recover from LESSEE all reasonable costs, including legal fees and
expenses incurred in doing so and Default Interest;




(h) proceed as appropriate to enforce performance of this Lease and to recover any
damages for the breach hereof, including the amounts specified in Article 25.6; or




(i) apply all or any portion of the Security Deposit and any other security deposits
held by LESSOR or any direct or indirect subsidiary of LESSOR pursuant to any other
agreements with LESSEE to any amounts due.



ARTICLE 25

DEFAULT OF LESSEE




91









 




25.4 Deregistration and Export of Aircraft. If an Event of Default has occurred and is
continuing, LESSOR may take all steps necessary to deregister the Aircraft in and export the
Aircraft from the State of Registration.



25.5 Cape Town Convention Remedies. If the Cape Town Convention has been or is ratified
or made applicable in , then LESSEE and LESSOR acknowledge and agree that:





(a) each of the Events of Default set forth in Article 25.2 will be deemed to be an
event that constitutes a “default” as such term is used in the Cape Town Convention;
and




(b) upon the occurrence of any Event of Default (i) LESSOR will be afforded all speedy
and other relief, rights and remedies specified in the Cape Town Convention as a
result of such Event of Default, (ii) all of the rights of LESSOR specified in Article
25.3 will be construed to be “additional remedies” as permitted by the Cape Town
Convention which may be exercised by LESSOR pursuant to this Lease subject to the
requirements of applicable Law and (iii) LESSOR may, without notice to LESSEE, take
all steps as are contemplated by the Cape Town Convention to deregister the Aircraft,
export the Aircraft from the State of Registration and, if applicable, discharge the
international interest in respect of the Aircraft, this Lease and the other Operative
Documents from the International Registry.


25.6 LESSEE Liability for Damages. If an Event of Default occurs, in addition to all
other remedies available at law or in equity, LESSOR has the right to recover from LESSEE and
LESSEE will pay LESSOR within two Business Days after LESSOR’s written demand, all of the
following:





(a) any losses suffered by LESSOR as a result of a delay in Delivery of the
Aircraft to LESSEE, including Aircraft parking, maintenance costs and insurance costs
during the period of delay;




(b) all amounts which are then due and unpaid hereunder and which become due prior to
the earlier of LESSOR’s recovery of possession of the Aircraft or LESSEE making an
effective tender thereof;




(c) any losses suffered by LESSOR because of LESSOR’s inability to place the Aircraft
on lease with another lessee or to otherwise utilize the Aircraft on financial terms
as favorable to LESSOR as the terms hereof (and LESSOR will be entitled to accelerate
any and all Rent which would have been due from the date of LESSOR’s recovery or
repossession of the Aircraft through the Expiration Date);




(d) if LESSOR elects to dispose of the Aircraft, any losses suffered by LESSOR because
the funds arising from a sale or other disposition of the Aircraft are not as
profitable to LESSOR as leasing the Aircraft in accordance with the terms hereof



ARTICLE 25

DEFAULT OF LESSEE




92









 






would have been (and LESSOR will be entitled to accelerate any and all Rent which
would have been due from the date of LESSOR’s recovery or repossession of the Aircraft
through the Expiration Date);




(e) all costs associated with LESSOR’s exercise of its remedies hereunder, including
repossession costs, legal fees, Aircraft storage costs, Aircraft re-lease or sale
costs and LESSOR’s internal costs and expenses (including the cost of personnel time
calculated based upon the compensation paid to the individuals involved on an annual
basis and a general LESSOR overhead allocation);




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




(g) any loss, premium, penalty or expense which may be incurred in repaying funds
raised to finance the Aircraft or in unwinding any financial instrument relating in
whole or in part to LESSOR’s financing of the Aircraft;




(h) any loss, cost, expense or liability sustained by LESSOR due to LESSEE’s failure
to redeliver the Aircraft in the condition required by this Lease; and




(i) any other loss, damage, expense, cost or liability which LESSOR suffers or incurs
as a result of the Event of Default and/or termination of this Lease.


25.7 Waiver of Default. By written notice to LESSEE, LESSOR may at its election
waive any Default or Event of Default and its consequences and rescind and annul any prior notice
of termination of this Lease. The respective rights of the parties will then be as they would have
been had no Default or Event of Default occurred and no such notice been given.



25.8 Present Value of Payments. In calculating LESSOR’s damages hereunder, upon an Event
of Default all Rent and other amounts which would have been due hereunder during the Lease Term if
an Event of Default had not occurred will be calculated on a present value basis using a
discounting rate of 4% per annum discounted to the earlier of the date on which LESSOR obtains
possession of the Aircraft or LESSEE makes an effective tender thereof.



25.9 Use of “Termination Date”. For avoidance of doubt, it is agreed that if this Lease
terminates and the Aircraft is repossessed by LESSOR due to an Event of Default, then,
notwithstanding the use of the term “Termination Date” in this Lease, the period of the
Lease Term and the “Expiration Date” will be utilized in calculating the damages to which
LESSOR is entitled pursuant to Article 25.6. For example, it is agreed and understood that LESSOR
is entitled to receive from LESSEE the Rent and the benefit of LESSEE’s insurance and maintenance
of the Aircraft until expiration of the Lease Term.




ARTICLE 25

DEFAULT OF LESSEE




93









 





     ARTICLE 26 NOTICES


26.1 Manner of Sending Notices. Any notice, request or information required or
permissible under this Lease will be in writing and in English. Notices will be delivered in
person or sent by fax, e-mail, letter (mailed airmail, certified and return receipt requested), or
by expedited delivery addressed to the parties as set forth in Article 26.2. In the case of a fax,
notice will be deemed received on the date set forth on the confirmation of receipt produced by the
sender’s fax machine immediately after the fax is sent. In the case of an e-mail, notice will be
deemed received upon actual receipt. In the case of a mailed letter, notice will be deemed
received upon actual receipt. In the case of a notice sent by expedited delivery, notice will be
deemed received on the date of delivery set forth in the records of the Person which accomplished
the delivery. If any notice is sent by more than one of the above listed methods, notice will be
deemed received on the earliest possible date in accordance with the above provisions.



26.2 Notice Information. Notices will be sent:




	 	 	 	 	 
	If to LESSOR:	 	INTERNATIONAL LEASE FINANCE CORPORATION
	 	 	10250 Constellation Boulevard, 34th Floor
	 	 	Los Angeles, California 90067, U.S.A.
	 	 	Attention: Legal Department
	 
	 	 	 	 
	 

	 	Fax:
	 	310-788-1990
	 

	 	Telephone:
	 	310-788-1999
	 

	 	E-mail:
	 	legalnotices@ilfc.com
	 
	 	 	 	 
	If to LESSEE:
	 	 	 	 
	 
	 	 	 	 
	 	 	Attention: [Contact Name]
	 
	 	 	 	 
	 

	 	Fax:	 	 
	 

	 	Telephone:	 	 
	 

	 	E-mail:
	 	[Contact name e-mail address]





or to such other places and numbers as either party directs in writing to the other party.





ARTICLE 26

NOTICES




94









 





     ARTICLE 27 GOVERNING LAW AND JURISDICTION


27.1 California Law. This Lease is being delivered in the State of California and the
Lease and all other Operative Documents will in all respects be governed by and construed in
accordance with the Laws of the State of California (notwithstanding the conflict Laws of the State
of California).



27.2 Non-Exclusive Jurisdiction in California. As permitted by Section 410.40 of the
California Code of Civil Procedure, the parties hereby irrevocably submit to the non-exclusive
jurisdiction of the Federal District Court for the Central District of California and the State of
California Superior Court in Los Angeles, California. Nothing in this Lease will prevent either
party from bringing suit in any other appropriate jurisdiction.



27.3 Personal Jurisdiction. LESSEE agrees to submit to personal jurisdiction in the
courts of any jurisdiction to which LESSEE flies the Aircraft or in which the Aircraft is located.



27.4 Service of Process. The parties hereby consent to the service of process (a) in the
manner directed by any of the courts referred to above, (b) in accordance with Section 415.40 of
the California Code of Civil Procedure by mailing copies of the summons and complaint to the person
to be served by first-class mail to the address set forth in Article 26.2, postage prepaid, return
receipt requested, (c) in one of the manners specified in Article 26.1 or (d) in accordance with
the Hague Convention, if applicable.



27.5 Prevailing Party in Dispute. If any legal action or other proceeding is brought in
connection with or arises out of any provisions in this Lease, the prevailing party will be
entitled to recover reasonable attorneys’ fees and other costs incurred in such action or
proceedings. The prevailing party will also, to the extent permissible by Law, be entitled to
receive pre- and post-judgment Default Interest.



27.6 Future Amendments or Agreements. With respect to any amendments to this
Lease or the other Operative Documents or any other agreements to be entered into between LESSEE
and LESSOR after the date of execution of this Lease in connection with the leasing of the
Aircraft, including any amendment to this Lease which may be executed pursuant to Article 14.3
(“Future Agreements”), LESSEE and LESSOR agree that (a) Future Agreements will in all
respects be governed by and construed in accordance with the Laws of the State of California
(notwithstanding the conflict Laws of the State of California) and (b) LESSEE and LESSOR will
irrevocably submit to the non-exclusive jurisdiction of the Federal District Court for the Central
District of California and the State of California Superior Court in Los Angeles in any suit,
action, claim or proceeding seeking to enforce any provision of the Future Agreements,




ARTICLE 27

GOVERNING LAW AND JURISDICTION




95









 




including any claim or proceeding seeking enforcement of LESSOR’s rights and remedies arising under
the Cape Town Convention.



27.7 Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF LESSEE AND LESSOR HEREBY
WAIVES THE RIGHT TO A TRIAL BY JURY. EACH OF LESSEE AND LESSOR HEREBY IRREVOCABLY WAIVES ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS LEASE BROUGHT IN ANY OF THE COURTS REFERRED TO IN
ARTICLE 27.2, AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.




ARTICLE 27

GOVERNING LAW AND JURISDICTION




96









 





     ARTICLE 28 MISCELLANEOUS


28.1 Transportation of Personnel. LESSEE will provide transportation to LESSOR’s
personnel on a positive space basis on the Aircraft or any other aircraft operated by LESSEE for
the purposes of conducting business between LESSEE and LESSOR.



28.2 Press Releases. The parties will give copies to one another, in advance if
possible, of all news, articles and other releases provided to the public media regarding this
Lease or the Aircraft.



28.3 LESSOR Performance for LESSEE. The exercise by LESSOR of its remedy of performing a
LESSEE obligation hereunder is not a waiver of and will not relieve LESSEE from the performance of
such obligation at any subsequent time or from the performance of any of its other obligations
hereunder.



28.4 LESSOR’s Payment Obligations. Any obligation of LESSOR under this Lease to pay or
release any amount to LESSEE is conditioned upon (a) all amounts then due and payable by LESSEE
under this Lease and under all other agreements between LESSEE and LESSOR or a direct or indirect
subsidiary of LESSOR having been paid in full, (b) all amounts then due and payable by LESSEE under
any aircraft or aircraft equipment lease agreement which is managed by LESSOR on behalf of another
Person having been paid in full and (c) no Default or Event of Default having occurred and
continuing hereunder at the time such payment or release of payment to LESSEE is to be made.



28.5 Application of Payments. Any amounts paid or recovered in respect of LESSEE
liabilities hereunder may be applied to Rent, Default Interest, fees or any other amount due
hereunder in such proportions, order and manner as LESSOR determines.



28.6 Usury Laws. The parties intend to contract in strict compliance with the usury Laws
of the State of California and, to the extent applicable, the U.S. Notwithstanding anything to the
contrary in the Operative Documents, LESSEE will not be obligated to pay Default Interest or other
interest in excess of the maximum non-usurious interest rate, as in effect from time to time, which
may by applicable Law be charged, contracted for, reserved, received or collected by LESSOR in
connection with the Operative Documents. During any period of time in which the then-applicable
highest lawful rate is lower than the Default Interest rate, Default Interest will accrue and be
payable at such highest lawful rate; however, if at later times such highest lawful rate is greater
than the Default Interest rate, then LESSEE will pay Default Interest at the highest lawful rate
until the Default Interest which is paid by LESSEE equals the amount of interest that would have
been payable in accordance with the interest rate set forth in Article 5.8.




ARTICLE 28

MISCELLANEOUS




97









 




28.7 Third Parties. Except as expressly provided in this Lease with regard to
Indemnitees, LESSOR’s Lender, LESSOR’s Assignee and the other parties referred to in Articles
24.6.2 and 24.6.3, LESSEE and LESSOR do not intend that any terms of the Operative Documents will
be enforceable by any Person who is not a party to this Lease.



28.8 Delegation by LESSOR. LESSOR may delegate to any Person(s) all or any of the
rights, powers or discretion vested in it by this Lease and any such delegation may be made upon
such terms and conditions as LESSOR in its absolute discretion thinks fit.



28.9 Confidentiality. The Operative Documents and all non-public information obtained by
either party about the other are confidential and are between LESSOR and LESSEE only and will not
be disclosed by a party to third parties (other than to such party’s auditors or legal advisors; as
required in connection with any filings of this Lease in accordance with Article 14; in connection
with LESSOR’s potential sale of the Aircraft or assignment of this Lease; as required for
enforcement by either party of its rights and remedies with respect to this Lease or as required by
applicable Law) without the prior written consent of the other party. If any disclosure will
result in an Operative Document becoming publicly available, LESSEE and LESSOR will cooperate with
one another to obtain confidential treatment as to the commercial terms and other material
provisions of such Operative Document.



28.10 Rights of Parties. The rights of the parties hereunder are cumulative, not
exclusive, may be exercised as often as each party considers appropriate and are in addition to its
rights under general Law. The rights of one party against the other party are not capable of being
waived or amended except by an express waiver or amendment in writing. Any failure to exercise or
any delay in exercising any of such rights will not operate as a waiver or amendment of that or any
other such right. Any defective or partial exercise of any such rights will not preclude any other
or further exercise of that or any other such right and no act or course of conduct or negotiation
on a party’s part or on its behalf will in any way preclude such party from exercising any such
right or constitute a suspension or any amendment of any such right.



28.11 Further Assurances. Each party agrees from time to time to do and perform such
other and further acts and execute and deliver any and all such other instruments as may be
required by Law, reasonably requested by the auditors of the other party or requested by the other
party to establish, maintain or protect the rights and remedies of the requesting party or to carry
out and effect the intent and purpose of this Lease.



28.12 Translations of Lease. If this Lease or any other Operative Document is translated
into another language, whether or not signed by LESSEE and LESSOR in such other language, solely
the terms and provisions of this English version of the Lease or such other Operative Document will
prevail in any dispute.




28.13 Use of Word “including”. The term “including” is used in this Lease
without limitation.




ARTICLE 28

MISCELLANEOUS




98









 




28.14 Headings. All article and paragraph headings and captions are purely for
convenience and will not affect the interpretation of this Lease. Any reference to a specific
article, paragraph or section will be interpreted as a reference to such article, paragraph or
section of this Lease.



28.15 Invalidity of any Provision. If any of the provisions of this Lease become
invalid, illegal or unenforceable in any respect under any Law, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or impaired.



28.16 Negotiation. The terms of this Lease are agreed by LESSOR from its principal place
of business in Los Angeles, California.



28.17 Time is of the Essence. Time is of the essence in the performance of all
obligations of the parties under this Lease and, consequently, all time limitations set forth in
the provisions of this Lease will be strictly observed.



28.18 Amendments in Writing. The provisions of this Lease may only be amended or
modified by a writing executed by LESSOR and LESSEE.



28.19 Counterparts. This Lease may be executed in any number of identical counterparts,
each of which will be deemed to be an original, and all of which together will be deemed to be one
and the same instrument when each party has signed and delivered one such counterpart to the other
party.



28.20 Delivery of Documents by Fax or E-mail. Delivery of an executed counterpart of
this Lease or of any other documents in connection with this Lease by fax or e-mail will be deemed
as effective as delivery of an originally executed counterpart. Any party delivering an executed
counterpart of this Lease or other document by fax or e-mail will also deliver an originally
executed counterpart, but the failure of any party to deliver an originally executed counterpart of
this Lease or such other document will not affect the validity or effectiveness of this Lease or
such other document.



28.21 Entire Agreement. The Operative Documents constitute the entire agreement between
the parties in relation to the leasing of the Aircraft by LESSOR to LESSEE and supersede all
previous proposals, agreements and other written and oral communications in relation hereto. The
parties acknowledge that there have been no representations, warranties, promises, guarantees or
agreements, express or implied, except as set forth in this Lease.





ARTICLE 28

MISCELLANEOUS




99









 





     IN WITNESS WHEREOF, LESSEE and LESSOR have caused this Lease to be executed by their
respective officers as of      , .



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	INTERNATIONAL LEASE FINANCE
 CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Printed Name:

	 	 	 	 	 	Printed Name:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Its:

	 	 	 	 	 	Its:	 	 	 	 






SIGNATURE PAGE




 









 








     EXHIBIT A AIRCRAFT DESCRIPTION



	 	 	 
	Aircraft Manufacturer and Model:
	 	 
	 
	 	 
	Seating Configuration:
	 	 
	 
	 	 
	Manufacturer’s Serial Number:
	 	 
	 
	 	 
	Maximum Gross Takeoff Weight:

	 	pounds
	 
	 	 
	Engine Manufacturer and Model:
	 	 
	 
	 	 
	Engine Serial Numbers:

	 	Per Estoppel and Acceptance Certificate
	 
	 	 
	Engine Takeoff Thrust Rating:

	 	pounds per FAA type certificate data sheet






EXHIBIT A

AIRCRAFT DESCRIPTION




101









 









	 	 	EXHIBIT B           CONDITION AT DELIVERY






	 	1.	 	Technical Report






	 	 	Prior to the Delivery Date, LESSOR will provide LESSEE with a Technical Evaluation Report
and, in addition upon LESSEE’s request, will make copies available of (i) drawings of the
then-current interior configuration of the Aircraft, (ii) an airworthiness directive status
list, (iii) a service bulletin incorporation list, (iv) rotable tracked, hard-time and
life-limited component listings, (v) a list of modifications, alterations and repairs, (vi)
interior material burn certificates, (vii) information regarding Prior Lessee’s maintenance
program for the Aircraft, (viii) the complete workscopes for the checks, inspections and
other work to be performed prior to Delivery, (ix) to the extent received from Prior Lessee,
a forecast of the checks, inspections and other work to be performed within 18 months after
Delivery of the Aircraft, (x) a list of all no-charge service bulletin kits with respect to
the Aircraft which were ordered by Prior Lessee from Manufacturer or the Engine
manufacturer, (xi) to the extent received from Prior Lessee, takeoff and cruise trend
reports for the last 12 months, (xii) current Engine disk sheets, (xiii) last Engine shop
visit reports, and (xiv) any other data which is reasonably requested by LESSEE.






	 	2.	 	Full Aircraft Documentation Review






	 	 	For the period commencing at least 10 Business Days prior to the Scheduled Delivery Date and
continuing until the date on which the Aircraft is delivered to LESSEE in the condition
required by this Exhibit B, LESSOR will provide for the review of LESSEE and/or its
representative all of the Aircraft records and historical documents described in Exhibit O
in one central room at the Delivery Location.






	 	3.	 	Aircraft Inspection






	(a)	 	During the maintenance checks performed prior to Delivery, LESSEE and/or its
representatives will have an opportunity to observe functional and operational system checks,
perform a visual inspection of the Aircraft (taking into account the Aircraft type, age, use
and other known factors with respect to the Aircraft) and perform a full inspection of the
Aircraft Documentation (including records and manuals), all to





EXHIBIT B

CONDITION AT DELIVERY




102









 









	 	 	LESSEE’s satisfaction. Subject to Article 6.2, any deficiencies from the Aircraft delivery
condition requirements set forth in this Exhibit B will be corrected by LESSOR at its cost
prior to the Delivery of the Aircraft.
	 
	(b)	 	Prior to the Aircraft acceptance flight, with LESSEE’s representatives present, LESSOR will
cause a systems functional and operational inspection of the Aircraft to be conducted in
accordance with Manufacturer’s checklist procedures.
	 
	(c)	 	Immediately prior to the Delivery of the Aircraft, LESSOR will cause to be carried out for
LESSEE and/or LESSEE’s representatives an Aircraft acceptance flight which will be for not
less than one hour and not more than two hours in which standard revenue flight profiles are
demonstrated. Flight costs and fuel will be furnished by and at the expense of LESSOR.
Subject to Article 6.2 of the Lease, any deficiencies from the Aircraft delivery condition
requirements set forth in this Exhibit B will be corrected by LESSOR at its cost prior to
Delivery of the Aircraft.






	 	4.	 	Certificate of Airworthiness Matters






	(a)	 	The Aircraft will possess an Export Certificate of Airworthiness issued by the aviation
authority. The Aircraft also will be in the condition required in order to meet the
requirements for issuance of a U.S. Standard Certificate of Airworthiness for transport
category aircraft issued by the FAA in accordance with FAR Part 21 and, in addition, to meet
the operating requirements of FAR Part 121 with no restrictions imposed. The Aircraft also will
be in the condition required in order to meet the requirements for issuance of an EASA
Certificate of Airworthiness for transport category aircraft issued by an EASA member country
in accordance with EASA Part 21 and, in addition, to meet the operating requirements of EU-OPS
1 and Eurocontrol with no restrictions imposed.
	 
	(b)	 	At LESSEE’s request, LESSOR at its cost will demonstrate that the Aircraft meets the
requirements for issuance of the U.S. Standard Certificate of Airworthiness for transport
category aircraft by delivering to LESSEE at LESSOR’s option either an actual U.S. Standard
Certificate of Airworthiness (if the Aircraft is to be registered in the U.S.) or a letter
acceptable to LESSEE signed by an FAA Designated Airworthiness Representative (DAR) or another
Person acceptable to LESSEE stating that the DAR or such Person has inspected the Aircraft and
Aircraft Documentation (including records and manuals) and has found that the Aircraft meets
the requirements for issuance of a U.S. Standard Certificate of Airworthiness for transport
category aircraft in accordance with FAR Part 21 and, in addition, meets the operating
requirements of FAR Part 121 with no restrictions imposed. At LESSEE’s request, LESSOR at its
cost will demonstrate that the Aircraft meets the requirements for issuance of an EASA
Certificate of Airworthiness for transport category aircraft issued by an EASA member country
by delivering to LESSEE





EXHIBIT B

CONDITION AT DELIVERY





103









 









	 	 	at LESSOR’s option either a Certificate of Airworthiness issued by an EASA member country
(if the Aircraft is already or is to be registered in an EASA member country) or a letter or
other document signed by an aviation authority of an EASA member country or another Person
acceptable to LESSEE stating that such Person has inspected the Aircraft and Aircraft
Documentation (including records and manuals) and has found that the Aircraft meets the
requirements for issuance of a Certificate of Airworthiness for transport category aircraft
issued by an EASA member country in accordance with EASA Part 21 and, in addition, meets the
operating requirements of EU-OPS 1 and Eurocontrol with no restrictions imposed.






	 	5.	 	General Condition of Aircraft at Delivery






	(a)	 	The Aircraft, Engines, APU and Parts will have been maintained and repaired in accordance
with Prior Lessee’s maintenance program and the rules and regulations of the aviation
authority.
	 
	(b)	 	Aircraft Documentation (including records and manuals) will have been maintained in English
and in an up-to-date status, in accordance with the rules and regulations of the aviation
authority and the FAA and in a form necessary in order to meet the requirements of this
Exhibit B. The records and historical documents set forth in Exhibit O will be in English.
	 
	(c)	 	All hard-time, time-controlled, time-tracked and life-limited Parts which are installed on
the Aircraft will have an FAA Form 8130-3 or EASA Form 1 evidencing the airworthiness of such
Part at the time of installation on the Aircraft. In the case of life-limited Parts, the
documentation will also state the total hours and cycles since new. In the case of hard-time,
time-controlled or time-tracked Parts, the documentation will also state the time since last
Overhaul or refurbishment, will have a reference to the relevant section of the Component
Maintenance Manual under which the Part was Overhauled or refurbished, as applicable, and will
identify the FAA-approved repair agency or EASA-approved repair agency, as applicable, which
performed the last Overhaul or refurbishment.
	 
	(d)	 	All Parts other than those referred to in Paragraph 5(c) above installed on the Aircraft
will have FAA-acceptable or EASA-acceptable documentation demonstrating that such Parts were
airworthy at the time of installation on the Aircraft.
	 
	(e)	 	All pilot discrepancies and deferred maintenance items will have been cleared on a
terminating action basis.





EXHIBIT B

CONDITION AT DELIVERY




104









 









	(f)	 	The Aircraft will be airworthy (conform to type design and be in a condition for safe
operation), with all Aircraft equipment, components and systems operating in accordance with
their intended use and within limits approved by Manufacturer, the aviation authority and the
FAA.
	 
	(g)	 	The Aircraft interior (including cabin and windows) and exterior will be clean, with all
compartments free of foreign objects. The Aircraft will be substantially free of dirt,
grease, fluids, stains, grime, cracks, tears and rips, consistent with worldwide commercial
airline standards for used aircraft at completion of a heavy maintenance check.
	 
	(h)	 	No special or unique Manufacturer, Engine manufacturer or aviation authority inspection or
check requirements which are specific to the Aircraft or Engines (as opposed to all aircraft
or engines of their types) will exist with respect to the Airframe, Engines and Aircraft
equipment, components and systems.
	 
	(i)	 	All repairs to the Aircraft will have been accomplished in accordance with Manufacturer’s
Structural Repair Manual (or FAA-approved data supported by an FAA Form 8110-3 or FAA Form
8100-9) (or EASA-approved data supported by DGAC Repair Design Approval Sheets or its EASA
equivalent).
	 
	(j)	 	All Modifications to the Aircraft will have been accomplished in accordance with
FAA-approved data and, if required in order to meet the requirements for issuance of a U.S.
Standard Certificate of Airworthiness for transport category aircraft issued by the FAA in
accordance with FAR Part 21, will be supported by an FAA Form 8110-3, FAA Form 8100-9 or FAA
supplemental type certificate. All Modifications will have been accomplished in accordance with
EASA-approved data and, if required in order to meet the requirements for issuance of an EASA
Certificate of Airworthiness for transport category aircraft issued by an EASA member country
in accordance with EASA Part 21, will be supported by DGAC-approved Repair Design Approval
Sheets or its EASA equivalent or an EASA-approved supplemental type certificate.
	 
	(k)	 	All airworthiness directives which are issued either by the aviation authority or the
aviation authority of the country of manufacture of the Aircraft prior to the Delivery Date of
the Aircraft and which require compliance prior to Delivery of the Aircraft to LESSEE or
within months after Delivery (the “LESSOR AD Compliance Period”) will have been
complied with on the Aircraft at LESSOR’s cost as follows:






(i) all such Airworthiness Directives for which terminating action is due
within the LESSOR AD Compliance Period will have been accomplished by
performing the terminating action; and




(ii) all such Airworthiness Directives for which terminating action is not due
within the LESSOR AD Compliance Period will have been accomplished



EXHIBIT B

CONDITION AT DELIVERY




105









 









at the highest level of inspection or modification possible short of
terminating action.




	(l)	 	All Modifications which must be performed prior to Delivery of the Aircraft or within months
after Delivery in order to meet the FAA requirements for FAR Part 121 operations will have
been incorporated on the Aircraft at LESSOR’s cost.
	 
	(m)	 	The Aircraft will be in compliance with Manufacturer’s Corrosion Prevention and Control
Program (CPCP) specified for the model type by Manufacturer and LESSOR will provide LESSEE
with documentation substantiating such compliance.
	 
	(n)	 	If any waivers, deviations, dispensations, alternate means of compliance, extensions or
carry-overs with respect to maintenance or operating requirements, repairs or Airworthiness
Directives are granted by the aviation authority or permitted by Prior Lessee’s maintenance
program, such maintenance or operating requirements, repairs or Airworthiness Directives will
nonetheless have been performed as if such waivers, deviations, dispensations, alternate means
of compliance, or extensions or carry-overs did not exist.
	 
	(o)	 	All no-charge vendor and Manufacturer’s service bulletin kits provided to LESSOR by
Prior Lessee for the Aircraft but not installed thereon will be on board the Aircraft as
cargo. All no-charge vendor and Manufacturer’s service bulletin kits ordered by Prior Lessee
but not yet received will, upon receipt by LESSOR and at LESSOR’s cost, be forwarded to
LESSEE. At LESSEE’s request, any other service bulletin kit which Prior Lessee paid for will
also be delivered to LESSEE on board the Aircraft, but LESSEE will reimburse Prior Lessee for
its actual out-of-pocket costs for such kit, unless Prior Lessee purchased such kit as part of
its implementation of a service bulletin on its fleet of aircraft of the same type as the
Aircraft but had not yet installed such kit on the Aircraft, in which case such kit will be
furnished free of charge to LESSEE.
	 
	(p)	 	The Aircraft will be free of any leaks which are found to be outside Manufacturer’s
maintenance manual limits and any damage resulting therefrom. All repairs will have been
performed on a permanent basis in accordance with the applicable manufacturer’s instructions.
	 
	(q)	 	The Aircraft fluid reservoirs (including oil, oxygen, hydraulic and water) will be serviced
to full and the waste tank serviced in accordance with Manufacturer’s instructions.






	 	6.	 	Checks Prior to Delivery





EXHIBIT B

CONDITION AT DELIVERY




106









 









	 	 	Immediately prior to Delivery of the Aircraft to LESSEE, the following will be accomplished:
	 
	(a)	 	Perform the Delivery Check. The Aircraft will also be weighed.
	 
	(b)	 	Remove Prior Lessee’s exterior markings, including all exterior paint, by stripping (or, at
LESSOR’s option, pneumatically sanding) the paint from the fuselage, empennage, wings and
Engine cowlings, and clean, reseal, refinish, prepare (including application of alodine or
another corrosion inhibitor) and prime the surfaces to be painted, all in accordance with
Manufacturer’s and paint manufacturer’s recommendations. The fuselage, empennage, wings and
Engine cowlings will be painted in the colors and logo specified by LESSEE. Such painting
will be accomplished in such a manner as to result in a uniformly smooth and cosmetically
acceptable aerodynamic surface. LESSEE will provide Prior Lessee with its livery drawing,
engineering order, mask-offs and mylars in sufficient time to accomplish the painting prior to
the Scheduled Delivery Date. After painting, the Aircraft will be weighed. All external
placards, signs and markings will be properly attached, free from damage, clean and legible.
	 
	(c)	 	Clean the exterior and interior of the Aircraft.
	 
	(d)	 	If reasonably required by LESSEE, repaint by touch-up the interior of the Aircraft, including
flight deck, and replace missing, broken or illegible placards.
	 
	(e)	 	Permanently repair damage to the Aircraft that exceeds Manufacturer’s limits.
	 
	(f)	 	With LESSEE or its representatives present, perform a full and complete hot and cold section
videotape borescope on each Engine and its modules in accordance with Manufacturer’s aircraft
maintenance manual.
	 
	(g)	 	If the Engine historical and technical records and/or condition trend monitoring data of any
Engine indicate an acceleration in the rate of deterioration in the performance of an Engine,
correct, to LESSEE’s satisfaction, such conditions which are determined to be causing such
accelerated rate of deterioration.
	 
	(h)	 	With LESSEE and/or its representatives present, accomplish a power assurance run on the
Engines in accordance with Manufacturer’s aircraft maintenance manual. The Engine power
assurance test conditions and results will be recorded on the Estoppel and Acceptance
Certificate.
	 
	(i)	 	Provide evidence to LESSEE’s satisfaction that the Engine historical and technical records,
borescope inspection, trend monitoring and power assurance run specified in this Exhibit B do
not reveal any condition which would cause the Engines or any module to be unserviceable,
beyond serviceable limits or serviceable with an increased frequency of





EXHIBIT B

CONDITION AT DELIVERY




107









 









	 	 	inspection or with calendar time, flight hour or flight cycle restrictions under the
Manufacturer’s aircraft maintenance manual. LESSOR will correct any discrepancies in
accordance with the guidelines set out by Manufacturer which may be discovered during such
inspection.
	 
	(j)	 	In the event the Engine historical and technical records, borescope inspection, trend
monitoring and other checks specified in this Exhibit B result in a dispute regarding the
conformity of an Engine with the requirements of this Exhibit B, LESSEE and LESSOR will
consult with the Engine manufacturer and follow the Engine manufacturer’s recommendations
(including the accomplishment of an Engine test cell operational check) with regard to
determining if such Engine complies with the requirements of this Exhibit B and the manner in
which any discrepancies from the requirements of this Exhibit B will be rectified.
	 
	(k)	 	With LESSEE or its representatives present, perform an APU condition test in accordance with
Manufacturer’s aircraft maintenance manual and a complete hot and cold section videotape
borescope on the APU. LESSOR will provide evidence to LESSEE’s satisfaction that the APU
condition test and borescope inspection do not reveal any condition which would cause the APU
to be unserviceable, beyond serviceable limits or serviceable with an increased frequency of
inspection or with calendar time, flight hour or flight cycle restrictions. LESSOR will
correct any discrepancies in accordance with the guidelines set out by the APU manufacturer
which may be discovered during such test or inspections.
	 
	(l)	 	If the APU historical and technical records and/or condition trend monitoring data (to the
extent available) indicate an acceleration in the rate of deterioration in the performance of
the APU, correct, to LESSEE’s satisfaction, such conditions which are determined to be causing
such accelerated rate of deterioration.






	 	7.	 	Part Lives






	 	 	At Delivery, the condition of the Aircraft will be as follows:
	 
	(a)	 	The Aircraft will have zero hours consumed since completion of the Delivery Check.
	 
	(b)	 	Each Engine will meet all of the following:






(i) Each Engine will have operated no more than hours and cycles since its last
Qualified Performance Restoration.



EXHIBIT B

CONDITION AT DELIVERY




108









 









(ii) Each Engine will have at least hours and cycles remaining to operate until its
next anticipated removal (based on a review of the Engine historical and technical
records and the results of the borescope inspection, trend monitoring and maximum
power assurance runs).




(iii) Each Engine will have a remaining hot day takeoff EGT margin sufficient to
permit the operation of such Engine for the hours and cycles set forth in the
preceding subparagraph (based on a review of the Engine historical and technical
records and the results of the borescope inspection, trend monitoring and maximum
power assurance runs).




(iv) Each Part of an Engine which has a life limit will have cycles (or hours, if
applicable) remaining to operate until its next removal per the Engine manufacturer’s
limit.




	(c)	 	The APU will have zero APU hours consumed since the last hot section refurbishment (excluding
hours consumed on the acceptance flight).
	 
	(d)	 	Each leg of the Landing Gear will have at least two years and cycles remaining pursuant to
the MPD until the next scheduled Overhaul or scheduled removal.
	 
	(e)	 	Each Part of the Airframe, Engine or APU which has a hard time limit pursuant to the MPD will
have the greater of (i) at least 50% of such hard time Part’s full allotment of hours and
cycles or (ii) hours and cycles remaining to operate until its next scheduled Overhaul or
scheduled removal pursuant to the MPD. However, if such hard time Part’s full allotment of
hours and cycles between Overhauls pursuant to the MPD is less than hours and , then such
hard time Part will be delivered with zero hours and zero cycles out of Overhaul.
	 
	(f)	 	Each life-limited Part of the Airframe or the APU will have the greater of (i) at least 50%
of such life-limited Part’s full allotment of hours and cycles or (ii) hours and cycles
remaining to operate until its next scheduled replacement pursuant to the MPD (in case of an
Airframe life-limited Part) or the APU’s manufacturer’s limit (in case of an APU life-limited
Part). However, if such life-limited Part’s full allotment of hours and cycles remaining to
operate is less than hours and cycles, then such life-limited Part will be delivered with
100% of its total approved hours and cycles remaining.
	 
	(g)	 	No life-limited Part of the Airframe will have more hours or cycles consumed than the total
hours and cycles of the Airframe.
	 
	(h)	 	Each Part which has a calendar time limit will have months remaining to operate until
removal pursuant to the MPD. If a Part with a calendar time limit has a total approved





EXHIBIT B

CONDITION AT DELIVERY




109









 









	 	 	calendar time remaining pursuant to the MPD of less than months, then such Part will be
delivered with 100% of its total approved calendar time remaining until removal.
	 
	(i)	 	No Part (excluding life-limited Parts on the Engines, Airframe and APU) will have total hours
or total cycles since new greater than 110% of that of the Airframe and, with respect to all
such Parts as a group, such Parts will have an average total time since new no greater than
that of the Airframe.
	 
	(j)	 	Each Landing Gear tire and brake will have at least 50% of its wear remaining.






EXHIBIT B

CONDITION AT DELIVERY





110











 





     EXHIBIT C           CERTIFICATE OF INSURANCE (FOR LESSOR)


[Refer to Aircraft Lease Agreement dated as of      , between LESSEE and LESSOR (the “Lease”).
If applicable, insurance certificates from both the insurers and reinsurers will be provided. If
there is a LESSOR’s Lender, include references to it where appropriate after references to LESSOR.]





			
	To:	 	INTERNATIONAL LEASE FINANCE CORPORATION (“LESSOR”)

10250 Constellation Boulevard, 34th Floor

Los Angeles, California 90067, U.S.A.






			
	Re:	 	(“LESSEE”)


Manufacturer’s Serial No.:

Registration Mark:     (the “Aircraft”)





     The following security has subscribed to the following insurance and/or reinsurance policies:



     [LIST APPLICABLE POLICY NUMBERS, COMPANIES & PERCENTAGES]



     THIS IS TO CERTIFY THAT, as Insurance Brokers, we have effected Fleet Insurance in respect of
aircraft owned or operated by LESSEE (including the Aircraft) as specified below.



AIRCRAFT HULL ALL RISKS




COVERING:





All risks of physical loss or damage to the Aircraft from any cause for an Agreed Value of
Aircraft in the amount of US$                     [list amount calculated in accordance with
Article 19.1]



DEDUCTIBLES:





US$ each and every loss (or such lesser amount as applicable to the rest of LESSEE’s
fleet). Not applicable to Total Loss/Constructive Total Loss or Arranged Total Loss



EXHIBIT C

CERTIFICATE OF INSURANCE (FOR LESSOR)



111









 





GEOGRAPHICAL COVERAGE:




     Worldwide



AVIATION AND AIRLINE GENERAL THIRD PARTY LIABILITY




COVERING:





Aircraft Third Party, Passenger, Baggage, Cargo and Mail Liability and Airline General Third
Party Liability (including Premises, Hangarkeepers, Products Liability and Contractual
Liability) for combined single limit of not less than US$ (or such higher amount as LESSEE
may carry on any other aircraft in its fleet) any one accident/occurrence (but in the
aggregate in relation to Products Liability), extended to cover LESSEE’s liability under the
Lease to the extent of the risks covered by the policy including war and allied perils under
Extended Coverage Endorsement as per AVN 52E (however, the total War and Allied Perils
Liability Coverage including Third Party War Risks must be the same amount as the combined
single limit either by the purchase of Excess Third Party War Risks insurance or through a
government indemnity in accordance with Article 18.4), unless otherwise agreed by LESSOR in
writing



GEOGRAPHICAL LIMITS:





Worldwide



HULL WAR AND ALLIED PERILS




COVERING:





Hull War Risks as per LSW555.D, but including (a) confiscation or requisition
(including by State of Registration and state where airline is domiciled), (b)
hijacking or other unlawful seizure or wrongful exercise of control of the Aircraft or
crew in flight (including any attempt at such seizure or control) and covering claims
excluded from Hull All Risks Policy pursuant to AVN 48B (other than paragraph (b)
thereof), for an Agreed Value of Aircraft in the amount of US$___ [list amount
calculated in accordance with Article 19.1]



DEDUCTIBLE:





No deductible



EXHIBIT C

CERTIFICATE OF INSURANCE (FOR LESSOR)




112









 





GEOGRAPHICAL LIMITS:





Worldwide



AIRCRAFT SPARES ALL RISKS INSURANCE




COVERING:





All risks of physical loss or damage to Aircraft Parts or spares or Engines at all times
when removed from the Aircraft from whatever cause, including the risks set down in AVN 48B
other than paragraphs (a) and (b) thereof (but including paragraph (a) in respect of transit
risks), for limits of not less than:




US$40,000,000 any one location

US$20,000,000 any one sending




and covering:




With respect to an Engine, replacement cost or owner-specified agreed value



With respect to Parts, replacement cost



DEDUCTIBLE:




     US$10,000 each and every loss



GEOGRAPHICAL COVERAGE:




     Worldwide



CONTRACTUAL INDEMNITY




     LESSEE has insurance coverage for the indemnities agreed to by LESSEE pursuant to Article 17
of the Lease



PERIOD OF COVERAGE (ALL POLICIES)




     From the Delivery Date of Aircraft to [EXPIRATION DATE]



EXHIBIT C

CERTIFICATE OF INSURANCE (FOR LESSOR)



113









 





     It is further certified that LESSOR has an interest in respect of the Aircraft under the
Lease. Accordingly, with respect to losses occurring during the period from the Effective Date
until (i) the date and time at which the Insurance expires or, if earlier, (ii) the date and
time at which the Insured has no further obligation to insure the Aircraft under the Lease, as
notified in writing by LESSOR to the Insurers (via the Appointed Broker if any) (such notification
to be given promptly and in any event within 30 days after such date), and in consideration of the
Additional Premium, it is confirmed in respect of the said interest(s) of LESSOR that the Insurance
afforded by the Policy is in full force and effect, and it is further agreed that the provisions
set forth below are specifically endorsed to the Policy. Notwithstanding the foregoing, if LESSEE
has retained care, custody and control of the Aircraft even after such expiry or agreed termination
of the Lease and LESSOR has not expressly agreed to insure the Aircraft, the Policy will remain in
full force and effect until the earlier of expiry of the Insurance or the return of the Aircraft to
LESSOR.



     1. UNDER THE HULL (ALL RISKS AND HULL WAR AND ALLIED RISKS) AND AIRCRAFT SPARES
INSURANCES




     (a)
[International Lease Finance Corporation ONLY — NO OTHER CONTRACT
PARTIES] In respect of any claim on the Aircraft that becomes payable on the basis of a
Total Loss, settlement will be made to, or to the order of LESSOR as sole loss payee, up to
the Agreed Value. With respect to repairable damage to an Aircraft or Engine, LESSOR will
receive all insurance proceeds in excess of US$500,000 provided that upon receipt by the
insurance broker of written notice of a material default on the part of LESSEE, all
insurance proceeds which otherwise would be payable to LESSEE will be made directly to
LESSOR. In respect of any other claim, settlement (net of any relevant policy deductible)
will be made with such party(ies) as may be necessary to repair the Aircraft unless
otherwise agreed after consultation between the Insurers and the Insured and, where
necessary under the terms of the Lease, LESSOR. Such payments will only be made provided
they are in compliance with all applicable laws and regulations.




     (b) Insurers agree on a 50/50 settlement in terms of AVS 103.




     (c) Insurers have no right to replace the Aircraft on a Total Loss (arranged,
constructive or otherwise).




     (d) Insurers recognize that LESSEE and LESSOR have agreed that a Total Loss of the
Airframe will constitute a Total Loss of the Aircraft.




     (e) In the event of a Total Loss of the Aircraft, Insurers agree to pay LESSOR all
amounts up to the Agreed Value based solely upon LESSOR’s (not LESSEE’s) execution



EXHIBIT C

CERTIFICATE OF INSURANCE (FOR LESSOR)



114









 







of the
appropriate form of release/discharge document. LESSOR may sign any required release in
lieu of the Insured in the event of a Total Loss, Constructive Total Loss or Arranged Total
Loss.




     (f) “Cut-through clause”: Insurers confirm that in the event of any claim arising
under the hull insurances, the Reinsurers will in lieu of payment of the Insurers, its
successors in interest and assigns, pay to the person named as sole loss payee under the
original insurances that portion of any loss due for which the Reinsurers would otherwise be
liable to pay the Insurers (subject to proof of loss), it being understood and agreed that
any such payment by any Reinsurers will fully discharge and release such Reinsurer from any
and all further liability in connection therewith and provide for payment to be made
notwithstanding (i) any bankruptcy, insolvency, liquidation or dissolution of the Insurers
and (ii) that the Insurers have made no payment under the original insurance policies.




     (g) Insurers confirm that under the insurance policies, if the Insured installs an
engine owned by a third party on the Aircraft, either (i) the hull insurance will
automatically increase to such higher amount as is necessary in order to satisfy both
LESSOR’s requirement to receive the Agreed Value in the event of a Total Loss, Constructive
Total Loss or Arranged Total Loss and the amount required by the third party engine owner,
or (ii) separate additional insurance on such engine will attach in order to satisfy
separately the requirements of the Insured to such third party engine owner.



     2. UNDER THE LEGAL LIABILITY INSURANCE




     (a) Subject to the provisions of this Endorsement, the Insurance will operate in
all respects as if a separate Policy had been issued covering each party insured hereunder,
but this provision will not operate to include any claim arising howsoever in respect of
loss or damage to the Aircraft insured under the Hull or Spares Insurance of the Insured.
Notwithstanding the foregoing the total liability of Insurers in respect of any and all
Insureds will not exceed the limits of liability stated in the Policy.




     (b) The Insurance provided hereunder will be primary and without right of contribution
from any other insurance which may be available to LESSOR or its successors and assigns.




     (c) LESSOR and its successors, assigns, directors, officers, employees and shareholders
will be covered under LESSEE’s legal liability insurance for death or injury to LESSEE’s
employees.



EXHIBIT C

CERTIFICATE OF INSURANCE (FOR LESSOR)




115









 






     (d) The cover afforded by the Policy is amended by this Endorsement to provide coverage
in respect of the liability of LESSOR, its successors, assigns, directors, officers,
employees and shareholders, to the pilots and crew of the Equipment and any employees
of the Insured, on the basis that for the purposes of providing such coverage under
this Endorsement, such pilots, crew and employees shall be deemed to be passengers.



     3. UNDER ALL INSURANCES




     (a) LESSOR, its successors and assigns, and (with respect to Aviation and Airline
General Third Party Liability only) its directors, officers, shareholders and employees for
their respective rights and interests, are included as Additional Insureds.




     (b) The cover afforded to LESSOR by the Policy in accordance with this Endorsement will
not be invalidated by any act or omission (including misrepresentation and non-disclosure)
of any other person or party which results in a breach of any term, condition or warranty of
the Policy.




     (c) LESSOR will have no responsibility for premium and insurers will waive any right of
set-off or counterclaim against LESSOR except in respect of outstanding premium in respect
of the Aircraft, provided that Insurer may only set off for premiums against the proceeds of
the hull insurance for outstanding premiums in connection with hull all risks and hull war
and allied perils insurance.




     (d) Upon payment of any loss or claim to or on behalf of LESSOR, Insurers will
to the extent and in respect of such payment be thereupon subrogated to all legal and
equitable rights of LESSOR indemnified hereby (but not against LESSOR). Insurers will not
exercise such rights without the consent of those indemnified, such consent not to be
unreasonably withheld. At the expense of Insurers LESSOR will do all things reasonably
necessary to assist the Insurers to exercise said rights.




     (e) Except in respect of any provision for Cancellation or Automatic Termination
specified in the Policy or any endorsement thereof, cover provided by this Endorsement may
only be cancelled or materially altered in a manner adverse to LESSOR by the giving of not
less than 30 days’ notice in writing to LESSOR. Notice will be deemed to commence from the
date such notice is given by the Insurers. Such notice will NOT, however, be given at
normal expiry date of the Policy or any endorsement.



     4. EXCEPT AS SPECIFICALLY VARIED OR PROVIDED BY THE TERMS OF THIS CERTIFICATE



EXHIBIT C

CERTIFICATE OF INSURANCE (FOR LESSOR)



116









 






     (a) LESSOR IS COVERED BY THE POLICY SUBJECT TO ALL TERMS, CONDITIONS, LIMITATIONS,
WARRANTIES, EXCLUSIONS AND CANCELLATION PROVISIONS THEREOF.




     (b) THE POLICY WILL NOT BE VARIED BY ANY PROVISIONS CONTAINED IN THE LEASE WHICH
PURPORT TO SERVE AS AN ENDORSEMENT OR AMENDMENT TO THE POLICY.



     SUBJECT (save as specifically stated in this Certificate) to policy terms, conditions,
limitations and exclusions.



Yours faithfully,

[BROKERS]




EXHIBIT C

CERTIFICATE OF INSURANCE (FOR LESSOR)




117









 








     EXHIBIT D           BROKERS’ LETTER OF UNDERTAKING (FOR LESSOR)





			
	Date:	 	      Our Ref:






			
	To:	 	INTERNATIONAL LEASE FINANCE CORPORATION

10250 Constellation Boulevard, 34th Floor

Los Angeles, California 90067, U.S.A.






			
	Re:	 	(“LESSEE”)


Manufacturer’s Serial No.:

Registration Mark:      (the “Aircraft”)





Dear Sirs:



     We confirm that insurance has been effected for the account of [LESSEE] (the
“Operator”) covering all aircraft owned or operated by them, including the above-referenced
aircraft (the “Aircraft”). [Also confirm, if applicable, the amount of any hull all risks
or hull war and allied perils on the Aircraft which LESSEE is carrying in excess of the Agreed
Value (which excess insurance would be payable to LESSEE). Such excess insurance may not exceed %
of the Agreed Value.]



     Pursuant to instructions received from the Operator and in consideration of your approving the
arrangement of the Operator’s “Fleet Policy” (under which the above-referenced Aircraft is insured)
through the intermediary of ourselves as Brokers in connection with the insurance (the
“Insurance”) mentioned in our Certificate of Insurance (Reference No. [     ] dated [     ]
and attached hereto), we undertake as follows:



     1. In relation to the Hull and War Risks Insurance to hold to your order the insurance Slips
or Contracts and any Policies which may be issued or any policies substituted (with your consent)
therefor (but only insofar as the same relate to the Aircraft only) and the benefit of the Hull and
War Risks Insurance thereunder, but subject to our requirements to operate the Fleet Policy insofar
as it relates to any other aircraft insured thereunder.



     2. As to you and your successors, assigns, directors, officers, employees and shareholders,
Operator’s active crew members are considered “passengers”.



     3. To advise you of any of the following:



EXHIBIT D

BROKERS’ LETTER OF UNDERTAKING (FOR LESSOR)


118









 






     (a) If any insurer or the Operator cancels or gives notice of cancellation of any of
the Insurance at least 30 days (or such lesser period as may be available in the case of War
and Allied Perils) before such cancellation is to take effect in respect of the Aircraft.




     (b) Of any act or omission or of any event (including non-payment of premium) of which
we have knowledge or are notified and which might invalidate or render unenforceable in
whole or in part any of the Insurance, insofar as the same relate to the Aircraft.




     (c) If we do not receive instructions to renew all or any of the Insurance at least 30
days prior to their expiration.




     (d) If any of the Insurance are not renewed on the same terms (save as to premium and
period of cover and as you might otherwise have notified us to be acceptable to you) seven
days prior to expiry thereof.



     The above undertakings are given subject to our continuing appointment for the time being as
Insurance Brokers to the Operator.



     We also undertake to advise you if we cease to be Insurance Brokers to the Operator.



Yours faithfully,





EXHIBIT D

BROKERS’ LETTER OF UNDERTAKING (FOR LESSOR)



119









 








          EXHIBIT E                CERTIFICATE OF INSURANCE (FOR MANUFACTURER)



[DATE]





			
	To:	 	THE BOEING COMPANY

Post Office Box 3707

Mail Stop 13-57

Seattle, Washington 98124, U.S.A. 

Attention: Senior Director, Risk Management & Insurance






			
	cc:	 	BOEING COMMERCIAL AIRPLANES

P.O. Box 3707

Mail Stop 21-34

Seattle, Washington 98124-2207, U.S.A.

Attention: Vice President — Contracts


INTERNATIONAL LEASE FINANCE CORPORATION

10250 Constellation Boulevard, 34th Floor

Los Angeles, California 90067, U.S.A.

Attention: Insurance Department





NAMED INSURED:




     We hereby certify that in our capacity as Brokers to the Named Insured, the following
described insurance is in force on this date:



					
	 	 	 	 	 
	Insurer:
	 	Policy No:
	 	Participation:






POLICY PERIOD:



     From [date and time of inception of the Policy(ies)] to [date and time of expiration]



GEOGRAPHICAL LIMITS:



     Worldwide, subject to standard market exceptions



AIRCRAFT INSURED:



EXHIBIT E

CERTIFICATE OF INSURANCE (FOR MANUFACTURER)



120









 






	 	 	Aircraft owned or operated by the Named Insured which is subject to the Purchase Agreement
No. dated entered into between The Boeing Company and International Lease Finance
Corporation (“ILFC”)





AIRCRAFT TYPE:



AIRCRAFT SERIAL NUMBER:




	 	 	(hereinafter “Aircraft”)





COVERAGES:




	1.	 	Aircraft “all risks” Hull (Ground and Flight)
	 
	2.	 	Aircraft Hull War and Allied Perils (as per LSW555.D, its successor wording, or equivalent
coverage which may be provided by a sovereign government and/or the international aviation
insurance market)
	 
	3.	 	Airline Liability Including, but not limited to, Bodily Injury, Property Damage, Aircraft
Liability, Liability War Risks, Passenger Legal Liability, Premises/Operations Liability,
Completed Operations/Products Liability, Baggage Legal Liability (checked and unchecked),
Cargo Legal Liability, Contractual Liability and Personal Injury.
	 
	 	 	The above-referenced Airline Liability insurance coverage is subject to War and Other Perils
Exclusion Clause (AVN48B or its successor wording) but all sections other than section (b)
are reinstated as per AVN52E, or their successor endorsements.





LIMITS OF LIABILITY:




	 	 	To the fullest extent of the Policy limits that the Named Insured carries at the time of
delivery of the Aircraft, and thereafter at the inception of each policy period, but in any
event no less than the following:
	 
	 	 	Combined Single Limit Bodily Injury and Property Damage:





	 	 	 	 	 
	717-200

	 	 	300,000,000	 
	 
	737-500/600

	 	 	350,000,000	 
	 
	737-300/700

	 	 	400,000,000	 






EXHIBIT E

CERTIFICATE OF INSURANCE (FOR MANUFACTURER)


121









 






	 	 	 	 	 
	737-400

	 	 	450,000,000	 
	 
	737-800

	 	 	500,000,000	 
	 
	737-900

	 	 	500,000,000	 
	 
	757-200

	 	 	525,000,000	 
	 
	757-300

	 	 	550,000,000	 
	 
	767-200

	 	 	550,000,000	 
	 
	767-300

	 	 	700,000,000	 
	 
	767-400ERX

	 	 	750,000,000	 
	 
	787

	 	 	700,000,000	 
	 
	777-200LR

	 	 	800,000,000	 
	 
	MD-11

	 	 	800,000,000	 
	 
	777-200/300

	 	 	800,000,000	 
	 
	777-300ER

	 	 	800,000,000	 
	 
	747-400

	 	 	900,000,000	 







US$ any one occurrence (or in the aggregate with respect to product liability and war
risks as applicable).




In regard to Personal Injury coverage, limits are US$25,000,000 any one
offense/aggregate.



DEDUCTIBLES / SELF-INSURANCE:





	 	 	Any deductible and/or self-insurance amount under the liability insurance (other than
standard market deductibles) are to be disclosed to and agreed by Boeing.





SPECIAL PROVISIONS APPLICABLE TO BOEING:





	 	 	It is certified that Insurers are aware of the terms and conditions of the Aircraft General
Terms Agreement AGTA-ILF (“AGTA”) between The Boeing Company and International Lease Finance
Corporation dated as of November 17, 1997 and the following purchase agreement: Purchase
Agreement No. dated .It is certified that Insurers are aware of the terms and conditions of
the following purchase agreement, which terms and conditions are referenced in Paragraph 2
of Exhibit K to that certain 





EXHIBIT E

CERTIFICATE OF INSURANCE (FOR MANUFACTURER)


122









 






	 	 	Aircraft Lease Agreement concerning the Aircraft dated as of      ,
between ILFC, as lessor, and the Named Insured, as lessee:






PA dated


Insurers have agreed to the following with respect to the referenced Aircraft:





	 	A.	 	In regard to Aircraft “all risks” Hull Insurance and Aircraft Hull War and
Allied Perils Insurance, Insurers agree to waive all rights of subrogation or recourse
against Boeing in accordance with the AGTA which was incorporated by reference into the
applicable purchase agreement. In regard to Aircraft “all risks” Hull Insurance and
Aircraft Hull War and Allied Perils Insurance, Insurers agree to waive all rights of
subrogation or recourse against Boeing in accordance with the applicable purchase
agreement.





B. In regard to Airline Liability Insurance, Insurers agree:




	 	(1)	 	To include Boeing as an additional insured in accordance with Customer’s
undertaking in Article 8.2.1 of the AGTA which was incorporated by reference into
the applicable purchase agreement;To include Boeing as an additional insured in
accordance with Customer’s undertaking in the applicable purchase agreement;
	 
	 	(2)	 	To provide that such insurance will be primary and not contributory
nor excess with respect to any other insurance available for the protection of
Boeing;
	 
	 	(3)	 	To provide that with respect to the interests of Boeing, such
insurance shall not be invalidated or minimized by any action or inaction,
omission or misrepresentation by the Insured or any other person or party (other
than Boeing) regardless of any breach or violation of any warranty, declaration
or condition contained in such policies;
	 
	 	(4)	 	To provide that all provisions of the insurance coverages
referenced above, except the limits of liability, will operate to give each
Insured or additional insured the same protection as if there were a separate
Policy issued to each.






	C.	 	In regard to all of the above referenced policies:






	 	(1)	 	Boeing will not be responsible for payment, set-off, or assessment
of any kind or any premiums in connection with the policies, endorsements or
coverages described herein;




EXHIBIT E

CERTIFICATE OF INSURANCE (FOR MANUFACTURER)


123









 






	 	(2)	 	If a policy is canceled for any reason whatsoever, or any substantial
change is made in the coverage which affects the interests of Boeing or if a
policy is allowed to lapse for nonpayment of premium, such cancellation, change
or
lapse shall not be effective as to Boeing for 30 days (in the case of war risk
and allied perils coverage seven days after sending, or such other period as
may from time to time be customarily obtainable in the industry) after receipt
by Boeing of written notice from the Insurers or the authorized representatives
or Broker of such cancellation, change or lapse; and
	 
	 	(3)	 	For the purposes of the Certificate, “Boeing” is defined as The
Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each
and their respective directors, officers, employees and agents.
	 
	 	(4)	 	If third party war risk and allied perils coverage or
indemnification has been obtained by Customer from a sovereign government and not
the commercial insurance market, Customer will advise Boeing.




Subject to the terms, conditions, limitations and exclusions of the relative policies.




(signature)




(typed name)




(title)





EXHIBIT E

CERTIFICATE OF INSURANCE (FOR MANUFACTURER)


124









 








EXHIBIT F           AVIATION AUTHORITY UNDERTAKING LETTER




[Date]





			
	To:	 	INTERNATIONAL LEASE FINANCE CORPORATION

10250 Constellation Boulevard, 34th Floor

Los Angeles, California 90067, U.S.A.





Dear Sirs:



     We, the                                          (the “Aviation Authority”) undertake that:



     1. No cancellation, alteration or change in the registration of the Aircraft or recordation of
liens will be made until receipt of written consent to such specified change from LESSOR.



     2. On written request of LESSOR (which will include fax), the Aviation Authority will promptly
de-register the Aircraft and provide such confirmation as is requested by LESSOR together with any
other confirmation or information LESSOR may require to enable the Aircraft to be re-registered in
any other country or state.



     3. On written request of LESSOR (which will include fax) the Aviation Authority will release,
remove or cancel all liens it may have over the Aircraft, and will acknowledge in doing so that all
liability for such liens as discharged are for the sole account of LESSEE.



     4. The Aviation Authority will not allow the registration, use or operation of the Aircraft
for any purpose other than the category of fare paying passenger transportation.



     5. The Aviation Authority will consent to the export of the Aircraft on the termination of the
Lease Term or at LESSOR’s written request.



Sincerely,





EXHIBIT F

AVIATION AUTHORITY UNDERTAKING LETTER



125









 








EXHIBIT G           ESTOPPEL AND ACCEPTANCE CERTIFICATE




     (“LESSEE”), a company organized under the laws of , does hereby represent,
acknowledge, warrant and agree as follows:



     1. LESSEE and INTERNATIONAL LEASE FINANCE CORPORATION (“LESSOR”) have entered into an
Aircraft Lease Agreement dated as of      , (hereinafter referred to as the “Lease”). Words
used herein with capital letters and not otherwise defined will have the meanings set forth in the
Lease.



     2. LESSEE has this ___
day of                                         , ___
(Time:                 
    ) at
                                        
received from LESSOR possession of:




     (a) One aircraft bearing Manufacturer’s serial number and registration mark,
together with engines bearing manufacturer’s serial numbers (each of which has 750 or
more rated takeoff horsepower) and an APU bearing part number                      and
manufacturer’s serial number                     , all in airworthy condition.




     (b) All Aircraft Documentation, including the usual and customary manuals, logbooks,
flight records and historical information regarding the Aircraft, Engines, APU and Parts.




     (c) The loose equipment set forth in the list of Loose Equipment attached hereto.



     3. The Aircraft had the following seating configuration at Delivery:




                                             
first                                                   
business                                                   
coach



     4. An auxiliary center tank (ACT) is / is not installed (circle one) at Delivery.




If yes, quantity of auxiliary center tanks:                                         



     5. Lower crew rest (LD-MCR) is / is not installed (circle one) at Delivery.



     6. A Thales Avionics Integrated Standby Flight Display (ISFD)/Integrated Standby Instrument
System (ISIS) is / is not installed (circle one) in the Aircraft at Delivery.



     7. The Airframe, Engines, APU and Parts had the following hours/cycles at Delivery:



EXHIBIT G

ESTOPPEL AND ACCEPTANCE CERTIFICATE


126









 






	 	(a)	 	Airframe:
	 
	 	 	 	Maximum gross takeoff weight:                      pounds/kilos (circle one)
	 
	 	 	 	Total hours:                      Total cycles:                     
	 
	 	(b)	 	Engine Takeoff Thrust Rating at Delivery:
	 
	 	 	 	                     pounds per FAA type certificate data sheet
	 
	 	(c)	 	Engine #1 Information:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #1 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #1 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME
	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 





EXHIBIT G

ESTOPPEL AND ACCEPTANCE CERTIFICATE



127










 






     (d) Engine No. 2 Information:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #2 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #2 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME
	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 





     (e) Engine No. 3 Information:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





ENGINE #3



EXHIBIT G

ESTOPPEL AND ACCEPTANCE CERTIFICATE



128









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #3 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #3 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME
	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 





     (f) Engine No. 4 Information:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #4 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






EXHIBIT G

ESTOPPEL AND ACCEPTANCE CERTIFICATE



129









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #4 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #4 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME
	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 






	 	(g)	 	APU:
	 
	 	 	 	Total hours:                     
	 
	 	 	 	Total cycles:                     
	 
	 	 	 	___ hours/ ___ cycles since last hot section refurbishment

	 
	 	 	 	___ hours /___ cycles remaining on APU life-limited Parts
	 
	 	(h)	 	Landing Gear:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total	 	 	Hrs/Cycles/Days	 	 	 	 
	 	 	 	 	 	 	Hrs/Cycles/	 	 	since last	 	 	Date of last	 
	Position	 	Serial No.	 	 	Days	 	 	Overhaul	 	 	Overhaul	 
	Nose
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Left Main
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Right Main
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






     8. The amount of fuel on board at Delivery is                                          pounds/gallons/kilos of
fuel (circle one).




EXHIBIT G

ESTOPPEL AND ACCEPTANCE CERTIFICATE



130









 





     9. The Agreed Value of the Aircraft is US$                                        .



     10. All of the foregoing has been delivered and accepted on the date set forth above to
LESSEE’s full satisfaction and pursuant to the terms and provisions of the Lease.



     11. The Aircraft, Engines, APU, Parts and Aircraft Documentation as described in the Lease
have been fully examined by LESSEE and have been received in a condition fully satisfactory to
LESSEE and in full conformity with the Lease in every respect.



     12. The Lease is in full force and effect, LESSOR has fully, duly and timely performed all of
its obligations of every kind or nature thereunder and LESSEE has no claims, offsets, deductions,
set-off or defenses of any kind or nature in connection with the Lease.



     [ 13. The Delivery of the Aircraft evidenced by LESSEE’s execution of this Estoppel and Acceptance
Certificate creates an international interest for all purposes of the Cape Town Convention
including, without limitation, affording LESSOR all rights and remedies thereunder. “Cape Town
Convention” means both the Convention on International Interests in Mobile Equipment and the
Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to
Aircraft Equipment which were adopted on November 16, 2001 at a diplomatic conference held in Cape
Town, South Africa (as either of them may be amended from time to time).][to be utilized only if,
at Delivery, the Aircraft will be registered in a country that has ratified the Cape Town
Convention or Lessee is organized in a country that has ratified the Cape Town Convention].



     14. LESSOR’s Lender may rely upon all of the foregoing in granting substantial
financial accommodations to LESSOR and LESSEE understands and agrees that any funds being advanced
by LESSOR’s Lender will be made in reliance upon the foregoing.



     15. LESSEE has obtained all required permits, authorizations, licenses and fees of the State
of Registration or any Government Entity thereof necessary in order for LESSEE to operate the
Aircraft as permitted by the terms of the Lease.



               Dated on the date set forth above



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Printed Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






EXHIBIT G

ESTOPPEL AND ACCEPTANCE CERTIFICATE



131









 





ATTACHMENTS:



1. List of discrepancies



2. List of Aircraft Documentation



3. Current Aircraft layout passenger arrangement (LOA)



4. Incident/accident letter



5. Dent and damage chart



6. List of loose equipment


7. List of free-of-charge kits


8. Engine disk sheets


9. Engine power assurance test conditions and results


10. Engine trend data


11. Technical Evaluation Report





EXHIBIT G

ESTOPPEL AND ACCEPTANCE CERTIFICATE





132











 





     EXHIBIT H      OPINION OF COUNSEL


TO BE GIVEN BY INDEPENDENT OUTSIDE COUNSEL OF LESSEE OR OTHER LAWYERS ACCEPTABLE TO LESSOR





			
	To:	 	International Lease Finance Corporation

10250 Constellation Boulevard, 34th Floor

Los Angeles, California 90067, U.S.A.





Gentlemen:




     This opinion is furnished to you pursuant to Article 7 of the Aircraft Lease Agreement dated
as of      , (the “Lease”) between (“LESSEE”) and INTERNATIONAL LEASE FINANCE
CORPORATION (“LESSOR”). Defined terms in this opinion are used herein as defined in the
Lease.



     I have acted as counsel for LESSEE in connection with the preparation, execution and delivery
of the Lease.



     In that connection I have examined each of the following:



          (a) The Lease and Side Letters thereto, the Estoppel and Acceptance Certificate and the power
of attorney provided by LESSEE in which, among other things, LESSEE authorizes LESSOR to take
action in LESSEE’s name to deregister the Aircraft after termination of the Lease due to an Event
of Default under the Lease or for termination of the Lease due to any other reason (together, the
“Lease Documents”);




          (b) The charter of LESSEE and all amendments thereto; and




          (c) Such other documents, agreements and instruments, and such treaties, laws, rules,
regulations, decrees and the like, as I have deemed necessary as a basis for the opinions
hereinafter expressed.




     Based upon the foregoing and having regard for legal considerations which I deem relevant, I
am of the opinion that:



     1. LESSEE is a company validly existing and in good standing under the Laws of . It
has the power and authority to carry on its business as presently conducted and to perform its
obligations under the Lease Documents.



EXHIBIT H

OPINION OF COUNSEL




133









 





     2. No authorization, approval, consent, license or order of, or registration with, or the
giving of notice to the Aviation Authority or any other regulatory body or authority is required
for the valid authorization, execution, delivery and performance by LESSEE of the Lease Documents.



     3. The Lease Documents have each been duly authorized, executed and delivered by LESSEE. Each
such instrument is a valid and binding obligation of LESSEE, enforceable in accordance with its
terms except as enforceability may be limited by bankruptcy, insolvency, reorganization or other
Laws of general application affecting the enforcement of creditors’ rights.



     4. The execution and delivery of the Lease Documents, the consummation by LESSEE of the
transactions contemplated therein and compliance by LESSEE with the terms and provisions thereof do
not and will not contravene any Law applicable to LESSEE, or result in any breach of or constitute
any default under or result in the creation of any lien, charge or encumbrance upon any property of
LESSEE, under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract,
bank loan or credit agreement, charter, bylaw or other agreement or instrument to which LESSEE is a
party or by which LESSEE or its properties or assets may be bound or affected.



     5. [Describe the process in with respect to registration of the Aircraft in the name of
LESSOR and any other steps required or recommended in in order to protect the interests of LESSOR
in the Aircraft]. Such registration of the Aircraft is not inconsistent with, and would not result
in the loss of, LESSOR’s title to and ownership of the Aircraft. Except for the foregoing, no
other filing or recording of any instrument or document or any other acts are necessary or
advisable under the Laws of to protect LESSOR’s title to and ownership of the Aircraft. [In the
opinion given at Delivery, also confirm that the Aircraft is registered in the name of LESSOR.]



     6. Except for any filing or recording that may be required with the [NAME OF AIRCRAFT
REGISTER] and except for [DESCRIBE SUCH OTHER FILINGS OR RECORDINGS, INCLUDING WITH THE
INTERNATIONAL REGISTRY], no filing or recording of any instrument or document (including the filing
of any financial statement) is necessary under the Laws of in order for the Lease to constitute a
valid and perfected lease of record relating to the Aircraft, it being understood that such counsel
expresses no opinion as to the nature of LESSOR’s title to the Aircraft on the Delivery Date. [In
opinion given at Delivery, also confirm that the filings and other steps described have been
accomplished.]



     7. Except for [DESCRIBE ANY TRANSLATION, NOTARIZATION OR OTHER REQUIREMENTS], none of the
Lease Documents needs to be translated, notarized, legalized, apostilled or consularized as a
condition to the legality, validity, filing, enforceability or admissibility in evidence thereof.
Each of the Lease Documents is in a proper form under the



EXHIBIT H

OPINION OF COUNSEL




134









 







Laws of for enforcement or admission
thereof into evidence in , without any further action on the part of any party other than the
commencement of court proceedings in .




     8. LESSEE will not be required to obtain any licenses for importation and ferrying of the
Aircraft into . LESSEE has complied with all import and customs formalities in with respect to
the Aircraft.



     9. LESSEE holds all licenses, certificates and permits from applicable governmental
authorities in necessary for the conduct of its business as a certificated air carrier and
performance of its obligations under the Lease Documents.



     10. To my knowledge, there are no suits or proceedings pending or threatened against LESSEE
before any Government Entity against or affecting LESSEE which, if adversely determined, would have
a material adverse effect on the financial condition or business of LESSEE or its ability to
perform under the Lease Documents, except as described in the filings provided to LESSOR pursuant
to Article 22 of the Lease.



     11. Under the Laws of , LESSEE will not be required to make or deduct any withholding or other
Tax from any payment it may make under the Lease Documents.



     12. The obligations of LESSEE under the Lease Documents are direct, general and unconditional
obligations of LESSEE and rank or will rank at least pari passu with all other present and future
unsecured and unsubordinated obligations (including contingent obligations) of LESSEE, with the
exception of such obligations as are mandatorily preferred by law.



     13. LESSEE, under the Laws of or of any other jurisdiction affecting LESSEE, is subject to
private commercial law and suit. Neither LESSEE nor its properties or assets have the right of
immunity from suit or execution on the grounds of sovereignty in such jurisdictions and the
performance by LESSEE of its obligations under the Lease Documents constitute commercial acts done
for commercial purposes.



     14. On termination of the Lease, LESSOR would be entitled to repossess the Aircraft and,
without additional fees or duties, export it from .


[      15. The aviation authority in will not issue a letter to LESSOR at Delivery confirming that the
Aviation Authority will deregister the Aircraft at the request of LESSOR.]




     16. Neither LESSEE nor LESSOR is required by the Laws of to obtain any approval, license or
consent (including without limitation any exchange control approval) in order to remit to the other
any amount payable under the Lease Documents.



     17. There is no applicable usury or interest limitation Law in which may restrict the
recovery of payments in accordance with the Lease Documents.



EXHIBIT H

OPINION OF COUNSEL





135









 








     18. LESSOR will not violate any Law or become liable to any tax in by reason of entering into
or performing its obligations under the Lease Documents and it is not necessary to establish a
place of business in in order to enforce any provisions of the Lease Documents.



     19. The choice of California Law to govern the Lease Documents will be upheld in any action in
the courts of . Any judgment given by United States or California courts would be recognized and
accepted by the courts in .



     20. [DESCRIBE STATUS OF CAPE TOWN CONVENTION IN COUNTRY], for example:



     has ratified the Convention on International Interests in Mobile Equipment and the
Protocol to the Convention on International Interests in Mobile Equipment on Matters specific to
Aircraft Equipment which were adopted on November 16, 2001 at a diplomatic conference held in Cape
Town, South Africa (commonly known as the “Cape Town Convention”)] [without any reservations or
declarations in respect thereto OR with the following reservations and declarations in respect
thereto] and the Lease and the other Operative Documents and the rights created thereby are valid,
legal and binding thereunder and conform to the terms and conditions thereof.



          or




     [is not] [is] a signatory of, [and] [but] has not yet ratified, the Convention on
International Interests in Mobile Equipment and the Protocol to the Convention on International
Interests in Mobile Equipment on Matters specific to Aircraft Equipment. [describe the
ratification process and status of ratification in ]



Very truly yours,




EXHIBIT H

OPINION OF COUNSEL





136









 








     EXHIBIT I      FORM OF POWER OF ATTORNEY


(“ ”) hereby irrevocably appoints INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), a
corporation located in Los Angeles, California, U.S.A., as ‘s true and lawful attorney so that ILFC
may take any of the following actions in the name of and for with respect to the aircraft bearing
manufacturer’s serial number (the “Aircraft”) leased by ILFC to pursuant to an Aircraft
Lease Agreement dated as of      , (the “Lease”):




     1. In the exercise of the rights of ILFC under the Lease to recover the Aircraft from and
after termination of the Lease due to an Event of Default under the Lease or for termination of the
Lease due to any other reason, ILFC may take all action otherwise required to be performed by
before the authorities and courts in in order to cause the Aircraft to be repossessed by ILFC,
deregistered from the [NAME OF REGISTRY] and exported from .



     2. In the exercise of the rights mentioned in paragraph 1, ILFC may make any declarations or
statements and sign any public or private documents which may be considered necessary or
appropriate.



     3. ILFC may delegate the powers conferred hereby, in whole or in part, to any individual(s),
including but not limited to employees of ILFC or legal counsel in .



     ILFC is empowered to determine in its sole discretion when to exercise the powers conferred
upon ILFC pursuant to this Power of Attorney. Any person, agency or company relying upon this
Power of Attorney need not and will not make any determination or require any court judgment as to
whether an Event of Default has occurred under the Lease or whether the Lease has been terminated.
hereby waives any claims against (i) any person acting on the instructions given by ILFC or its
designee pursuant to this Power of Attorney and (ii) any person designated by ILFC or an officer of
ILFC to give instructions pursuant to this Power of Attorney. also agrees to indemnify and hold
harmless any person, agency or company which may act in reliance upon this Power of Attorney and
pursuant to instructions given by ILFC or its designee.



     This Power of Attorney is irrevocable until the Aircraft has been returned to the
possession of ILFC, deregistered and exported from .



     This Power of Attorney will be governed by the laws of the State of California, U.S.A.,
without regard to any conflict-of-law principles that would otherwise call for the application of
the laws of any other jurisdiction.



     has made and delivered this Power of Attorney on                      in                     .



EXHIBIT I

FORM OF POWER OF ATTORNEY




137









 








	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Printed Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






EXHIBIT I

FORM OF POWER OF ATTORNEY





138









 








     EXHIBIT J      FORM OF CAPE TOWN POWER OF ATTORNEY



Form of Irrevocable Deregistration and Export Request Authorization

(Annex referred to in Article 25 of the Consolidated Text of the Cape Town Convention)




          [Date]




To:            [name of Registry Authority]




Re:            Irrevocable Deregistration and Export Request Authorization




     The undersigned is the registered operator of the aircraft bearing manufacturer’s serial
number and registration mark (together with all installed, incorporated or attached accessories,
parts and equipment, the “Aircraft”).



     This instrument is an irrevocable deregistration and export request authorization issued by
the undersigned in favor of International Lease Finance Corporation as lessor (the “Authorized
Party”) under the authority of Article XIII of the Protocol to the Convention on International
Interests in Mobile Equipment on Matters specific to Aircraft Equipment. In accordance with that
Article, the undersigned hereby requests:




     (a) recognition that the Authorized Party or the person it certifies as its designee is
the sole person entitled to:




(1) procure the deregistration of the Aircraft from the [insert name of
aircraft register] maintained by [name of Registry Authority] for the purposes
of Chapter III of the Convention on International Civil Aviation, signed at
Chicago, on 7 December 1944; and




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




     (b) confirmation that the Authorized Party or the person it certifies as its designee
may take the action specified in clause (a) above on written demand without the consent of
the undersigned and that, upon such demand, the authorities in [insert country] shall
cooperate with the Authorized Party with a view to the speedy completion of such action.



     The rights in favor of the Authorized Party established by this instrument may not be
revoked by the undersigned without the written consent of the Authorized Party.



EXHIBIT J

FORM OF CAPE TOWN POWER OF ATTORNEY




139









 





     Please acknowledge your agreement to this request and its terms by the appropriate notation in
the space provided below and lodge this instrument in the aircraft registry maintained by [name of
Registry Authority].



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Printed Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 






Agreed to and lodged on the date specified below.




[NAME OF REGISTRY AUTHORITY]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






EXHIBIT J

FORM OF CAPE TOWN POWER OF ATTORNEY




140









 





     EXHIBIT K      ASSIGNMENT OF RIGHTS (AIRFRAME)


[INSERT PROPER FORM BASED ON MANUFACTURER]




EXHIBIT K

ASSIGNMENT OF RIGHTS (AIRFRAME)





141









 








     EXHIBIT L      ASSIGNMENT OF RIGHTS (ENGINES)


[INSERT PROPER FORM BASED ON MANUFACTURER]




EXHIBIT L

ASSIGNMENT OF RIGHTS (ENGINE)





142











 





     EXHIBIT M      RETURN ACCEPTANCE RECEIPT



Date:                      ___, ____




     1. (“LESSEE”) and INTERNATIONAL LEASE FINANCE CORPORATION (“LESSOR”) have
entered into an Aircraft Lease Agreement dated as of      , (the “Lease”). Words used herein
with capital letters and not otherwise defined will have the meanings set forth in the Lease.



     2. LESSOR has this ___ day of      
                 
                
  ,          
            (Time:    
                 ) at
                                        
received from LESSEE possession of:




     (a) One Aircraft bearing Manufacturer’s serial number , together with Engines
bearing manufacturer’s serial numbers , an APU bearing manufacturer’s serial number ___,
and all Parts attached thereto and thereon in an airworthy condition and




     (b) All Aircraft Documentation, including the usual and customary manuals, logbooks,
flight records and historical information regarding the Aircraft, Engines, APU and Parts, as
listed in the Document Receipt attached hereto.



     3. The Aircraft had the following seating configuration at return:



     
       
         first      
                
    business           
               coach




     4. An auxiliary center tank (ACT) is / is not installed (circle one) at return.




If yes, quantity of auxiliary center tanks:                     



     5. Lower crew rest (LD-MCR) is / is not installed (circle one) at return.



     6. A Thales Avionics Integrated Standby Flight Display (ISFD)/Integrated Standby
Instrument System (ISIS) was / was not installed (circle one) in the Aircraft by LESSEE during the
Lease Term (applicable only if Thales ISFD/ISIS was not installed at Delivery).



     7. The Airframe, Engines, APU and Parts had the following hours/cycles at return:




          (a) Airframe:



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143









 






Maximum gross takeoff weight:                                          pounds/kilos (circle one)




Total hours:                          Total cycles:                     




     (b) Engine Takeoff Thrust Rating at return:




___ pounds per FAA type certificate data sheet




     (c) Engine #1 Information:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	ENGINE #1:
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #1 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #1 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 






     (d) Engine No. 2 Information:



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144









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	ENGINE #2:
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #2 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #2 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 






     (e) Engine No. 3 Information:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	ENGINE #3
	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #3 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






EXHIBIT M
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145









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #3 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #3 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 






     (f) Engine No. 4 Information:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Serial No	 	 	Total Hours	 	 	Total Cycles	 
	ENGINE #4:
	 	 	 	 	 	 	 	 	 	 	 	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #4 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





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146









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Hours since	 	 	Cycles since	 
	 	 	 	 	 	 	 	 	 	 	last Module	 	 	last Module	 
	 	 	Total	 	 	Total	 	 	Performance	 	 	Performance	 
	ENGINE #4 MODULES	 	Hours	 	 	Cycles	 	 	Restoration	 	 	Restoration	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	ENGINE #4 LIFE-LIMITED PART	 	Part	 	 	Cycles Remaining to Next	 
	NAME	 	Number	 	 	Life-limited Part Removal	 
	 
	 	 	 	 	 	 	 	 






	 	(g)	 	APU:
	 
	 	 	 	Part number                     
	 
	 	 	 	Serial number                     
	 
	 	 	 	Total hours:                     
	 
	 	 	 	Total cycles:                     
	 
	 	 	 	                     hours/                      cycles since last hot section refurbishment
	 
	 	 	 	                     hours/                      cycles remaining on APU life-limited Parts
	 
	 	(h)	 	Landing Gear:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total	 	Hrs/Cycles/Days	 	 
	 	 	 	 	Hrs/Cycles/	 	since last	 	Date of last
	Position	 	Serial No.	 	Days	 	Overhaul	 	Overhaul
	Nose
	 	 	 	 	 	 	 	 
	Left Main
	 	 	 	 	 	 	 	 
	Right Main
	 	 	 	 	 	 	 	 





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147









 






     8. The amount of fuel on board at return is                                          pounds/gallons/kilos of fuel
(circle one).



     9. Other technical information regarding the Aircraft and its components are correctly set
forth on the Technical Evaluation Report attached hereto.



     10. With reference to Article 13.9 of the Lease regarding reimbursement from the Reserves
after return of the Aircraft:



	 	 	 	 	 
	 

	 	                    
	 	There are no claims for reimbursement
from the Reserves which will be submitted
after the date hereof.
	 
	 	 	 	 
	 

	 	     or	 	 
	 
	 	 	 	 
	 

	 	                    
	 	Claims for reimbursement from the Reserves will be submitted after the date

hereof for the following:






	 	 	 
	Type of Work
	 	Estimated Invoice Amount
	 
	 	 





     11. LESSEE confirms that it has delivered to LESSOR all free-of-charge kits for the Aircraft
received by LESSEE.



     12. The above specified aircraft, engines and documentation are hereby accepted by
LESSOR subject to (i) the provisions of the Lease and (ii) correction by LESSEE (or procurement by
LESSEE at LESSEE’s cost) as soon as reasonably possible of the discrepancies specified in the list
attached.



     13. Subject to the following paragraph, the leasing of the Aircraft by LESSOR to LESSEE
pursuant to the Lease is hereby terminated without prejudice to LESSEE’s continuing obligations
under the Lease including, without limitation, paragraph 12(ii) above and Articles 16 and 17 of the
Lease.



     14. LESSEE represents and warrants that during the term of the Lease all maintenance and
repairs to the Airframe and Engines were performed in accordance with the requirements contained in
the Lease. LESSEE further confirms that all of its obligations under the Lease whether accruing
prior to the date hereof or which survive the termination of the Lease by their terms and accrue
after the date hereof, will remain in full force and effect until all such obligations have been
satisfactorily completed.



     15. This Return Acceptance Receipt is executed and delivered by the parties in
                                                             [place].



EXHIBIT M
RETURN ACCEPTANCE RECEIPT


148









 





     IN WITNESS WHEREOF, the parties hereto have caused this Return Acceptance Receipt to be
executed in their respective company names by their duly authorized representatives as of the day
and year first above written.



	 	 	 	 	 	 	 
	 	 	 	 	INTERNATIONAL LEASE FINANCE
	 	 	 	 	CORPORATION
	 
	 	 	 	 	 	 
	By: 

	 	 	 	By: 	 	 
	 

	 
	 	 	 
	Printed Name: 	 	 	Printed Name: 	 
	 

	 	 
	 	 	 	 
	Its: 

	 	 	 	Its: 	 	 
	 

	 
	 	 	 






ATTACHMENTS:

1. List of discrepancies

2. List of Aircraft Documentation

3. Current Aircraft layout passenger arrangement (LOPA)

4. Incident/accident letter

5. Dent and damage chart

6. List of loose equipment

7. List of free-of-charge kits

8. Engine disk sheets

9. Engine power assurance test conditions and results

10. Engine trend data

11. Technical Evaluation Report





EXHIBIT M
RETURN ACCEPTANCE RECEIPT


149









 





     EXHIBIT N           MONTHLY REPORT



(SEE FOLLOWING SHEET)




EXHIBIT N
MONTHLY REPORT



150











 





MONTHLY AIRCRAFT UTILIZATION AND STATUS REPORT




Page 1 of __




Report Due Date:                                                             




	 	 	 	 	 
	To:

	 	INTERNATIONAL LEASE FINANCE CORPORATION
	 	Fax: (310) 788-1990
	 

	 	10250 Constellation Boulevard, 34th Floor	 	 
	 

	 	Los Angeles, California 90067, U.S.A.	 	 
	 

	 	Attn: Finance Department	 	 






	 	 	 	 	 	 	 
	From:
	 	 	 	 	 	 
	 	 	 	 	 
	Contact:

	 	 	 	Fax:	 	 
	 

	 	 
	 	 	 	 
	AIRCRAFT TYPE:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	ENGINE TYPE:

	 	 	 	REGISTRATION:	 	 
	 

	 	 
	 	 	 	 
	SERIAL NUMBER:

	 	 	 	MONTH OF:	 	 
	 

	 	 
	 	 	 	 





NOTE: PLEASE RECORD TIME IN HOURS AND MINUTES NOT DECIMALS.




	 	 	 	 	 
	Aircraft Total Time Since New As Of Last Month:

	 	Hours:
	 	Min:
	Aircraft Total Time Since New:

	 	Hours:
	 	Min:
	Aircraft Total Cycles Since New:

	 	Cycles:	 	 
	Airframe Hours Flown During Month:

	 	Hours:
	 	Min:
	Airframe Cycles/Landings During Month:

	 	Cycles:	 	 

















 








			
	Monthly Aircraft Utilization and Status Report	 	 
	From:
	 	Page 2 of ___






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	RESERVES
	 	 	 	 	 	 	 	 	 	 	 	 	(if particular
	 	 	 	 	 	 	 	 	 	 	 	 	type of
	 	 	 	 	 	 	 	 	 	 	 	 	Reserves
	 	 	 	 	 	 	 	 	 	 	 	 	calculated by
	 	 	HOURS OR	 	 	 	US$ PER	 	 	 	calendar
	 	 	CYCLES FLOWN	 	 	 	HOUR OR	 	 	 	month, list
	 	 	DURING MONTH	 	 	 	CYCLE (if	 	 	 	monthly
	 	 	(if applicable)	 	x	 	applicable)	 	=	 	amount)
	TOTAL AIRFRAME:
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL LANDING GEAR:
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL APU:

	 	Hrs:
	 	 	 	x
	 	 
	 	=
	 	 
	Original Engine Serial Number:
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Hrs:

Cycles (for Engine

LLP Reserves):
	 	Min:
	 	x

x
	 	 	 	=

=	 	 
	Original Engine Serial Number:

	 	Hrs:

Cycles (for Engine

LLP Reserves):
	 	Min:
	 	x

x
	 	 	 	=

=	 	 
	Original Engine Serial Number:

	 	Hrs:

Cycles (for Engine

LLP Reserves):
	 	Min:
	 	x

x
	 	 	 	=

=	 	 
	Original Engine Serial Number:

	 	Hrs:

Cycles (for Engine

LLP Reserves):
	 	Min:
	 	x

x
	 	 	 	=

=	 	 
	 	 	 	 	 	 	 	 	 	 	 
	TOTAL AMOUNT OF RESERVES (US$) PAID THIS MONTH:	 	 	 	 	 	 	 	US$



















 





			
	Monthly Aircraft Utilization and Status Report
From:
	 	Page 3 of ___






	 	 	 
	ENGINE SERIAL NUMBER:

	 	ENGINE SERIAL NUMBER:
	 
	 	 
	ORIGINAL POSITION:

	 	ORIGINAL POSITION:
	 
	 	 
	ACTUAL LOCATION:

	 	ACTUAL LOCATION:
	 
	 	 
	CURRENT THRUST RATING:

	 	CURRENT THRUST RATING:
	 
	 	 
	HOURS:/MIN:

	 	HOURS:/MIN:
	 
	 	 
	Total Time Since New As
Of Last Month:

	 	Total Time Since New As Of Last Month:
	 
	 	 
	Total Time Since New:

	 	Total Time Since New:
	 
	 	 
	Total Cycles Since New:

	 	Total Cycles Since New:
	 
	 	 
	Hours Flown During Month:

	 	Hours Flown During Month:
	 
	 	 
	Cycles During Month:

	 	Cycles During Month:






	 	 	 
	ENGINE SERIAL NUMBER:

	 	ENGINE SERIAL NUMBER:
	 
	 	 
	ORIGINAL POSITION:

	 	ORIGINAL POSITION:
	 
	 	 
	ACTUAL LOCATION:

	 	ACTUAL LOCATION:
	 
	 	 
	CURRENT THRUST RATING:

	 	CURRENT THRUST RATING:
	 
	 	 
	HOURS:/MIN:

	 	HOURS:/MIN:
	 
	 	 
	Total Time Since New As
Of Last Month:

	 	Total Time Since New
As Of Last Month:
	 
	 	 
	Total Time Since New:

	 	Total Time Since New:
	 
	 	 
	Total Cycles Since New:

	 	Total Cycles Since New:
	 
	 	 
	Hours Flown During Month:

	 	Hours Flown During Month:
	 
	 	 
	Cycles During Month:

	 	Cycles During Month:







			
	IMPORTANT:	 	IF ILFC-OWNED ENGINE IS REMOVED OR INSTALLED ON ANOTHER AIRCRAFT, IT MUST BE REPORTED
MONTHLY ON THIS FORM.






 









 








     EXHIBIT O AIRCRAFT DOCUMENTATION



AIRCRAFT RECORDS





	1.	 	Copies of original Certificates delivered by , such as:






	 	a.	 	Airworthiness Certificate for Export
	 
	 	b.	 	Radio installation conformity certificate
	 
	 	c.	 	Noise limitation certificate






	2.	 	Copies of original Documents delivered by , such as:






	 	a.	 	Airworthiness Directive Compliance list
	 
	 	b.	 	Aircraft inspection report
	 
	 	c.	 	Readiness Log
	 
	 	d.	 	Weighing report






	3.	 	Copies of current Certificates:






	 	a.	 	Airworthiness Certificate
	 
	 	b.	 	Noise limitation
	 
	 	c.	 	Radio license
	 
	 	d.	 	Interior material burn certificates
	 
	 	e.	 	Certificate of Export
	 
	 	f.	 	Aircraft deregistration confirmation
	 
	 	g.	 	Aircraft Registration






	4.	 	Letters signed and stamped by Quality Assurance:






	 	a.	 	Current aircraft hours and cycles
	 
	 	b.	 	Current engines hours and cycles
	 
	 	c.	 	Accident and Incident report
	 
	 	d.	 	Summary of Maintenance Program
	 
	 	e.	 	AD compliance during the lease term






	5.	 	Aircraft log books and Readiness Log
	 
	6.	 	Aircraft Hard Time (HT) inspection status
	 
	7.	 	One-year forecast for HT inspection
	 
	8.	 	Aircraft Modification status, including service bulletins
	 
	9.	 	Last weighing report prior to redelivery
	 
	10.	 	AD compliance report with original signoffs
	 
	11.	 	Corrosion Prevention Control Program compliance summary
	 
	12.	 	Routine and non-routine job cards of the Return Check
	 
	13.	 	Routine and non-routine maintenance work cards for tasks performed during the Lease Term that
were not repeated at or superseded by the Return Check
	 
	14.	 	Past year pilot and maintenance discrepancies
	 
	15.	 	Major and Minor structural repairs with applicable approvals
	 
	16.	 	Compass Swing report of the last three years





EXHIBIT O

AIRCRAFT DOCUMENTATION



154









 






	17.	 	Cabin Configuration drawing (LOPA)
	 
	18.	 	Emergency equipment location drawing
	 
	19.	 	Engineering data package for all Modifications
	 
	 	 	ENGINES RECORDS
	 
	1.	 	Last test cell run reports
	 
	2.	 	Life-limited Parts status and traceability
	 
	3.	 	AD compliance report with original signoffs
	 
	4.	 	Engine Modification / service bulletin / inspection report and applicable forms
	 
	5.	 	Last heavy maintenance records for each module
	 
	6.	 	Engine log books
	 
	7.	 	Engine removal history
	 
	8.	 	Past year trend monitoring reports
	 
	9.	 	Historical borescope reports
	 
	10.	 	Engine component report
	 
	 	 	APU RECORDS
	 
	1.	 	APU status (FH, FC, limits)
	 
	2.	 	Life-limited Part status and traceability
	 
	3.	 	AD compliance report with original signoffs
	 
	4.	 	Modification status
	 
	5.	 	Last heavy maintenance documents
	 
	6.	 	APU log books
	 
	7.	 	Last test cell report
	 
	 	 	COMPONENT RECORDS
	 
	1.	 	Aircraft component inventory
	 
	2.	 	Hard time component inventory
	 
	3.	 	All required serviceable tags
	 
	4.	 	Landing Gear status with last overhaul and life-limited Part status
	 
	5.	 	AD compliance report with original signoffs
	 
	6.	 	Modification status
	 
	7.	 	Auxiliary fuel tank log book





EXHIBIT O

AIRCRAFT DOCUMENTATION





155











 








EXHIBIT C




FORM OF MONTHLY REPORT




Monthly Report




[Month] [Year]




[           ]




To:




AIG Funding, Inc., as Lender

180 Maiden Lane, 24th Floor

New York, NY 10038

Attn: Neil Friedman




Federal Reserve Bank of New York

33 Liberty Street

New York, NY 10045

Attn: James R. Hennessey, Legal Department;

      Steven J. Manzari, Credit, Investment & Payment Risk




Ladies and Gentlemen:



Reference is made to that certain Amended and Restated Credit Agreement, dated as of October 13,
2009 (as amended, restated, extended, supplemented or otherwise modified from time to time, the
"Amended and Restated Credit Agreement”; the terms defined therein, and not otherwise defined
herein being used herein as therein defined), among International Lease Finance Corporation, a
California corporation, States Aircraft, Inc., a California corporation, Shrewsbury Aircraft
Leasing Limited, a private limited liability company incorporated under the laws of Ireland, the
Designated Borrowers from time to time party thereto, Top Aircraft, Inc., a California corporation,
ILFC Ireland Limited, a private limited liability company incorporated under the laws of Ireland,
ILFC France S.a.r.l., a société à responsabilité limitée organized under the laws of France, ILFC
Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore Companies
Act 1990 of Malaysia, the Intermediate Lessees from time to time party thereto, the Lender party
thereto and Wells Fargo Bank Northwest, National Association, as Security Trustee.



The undersigned officer hereby certifies (not in his/her individual capacity but solely on behalf
of the Parent Borrower as an officer thereof) as of the date hereof that he/she is [the Chief
Executive Officer][the Chief Financial Officer][Senior Vice President of
Finance][Controller][Treasurer] of the Parent Borrower, and that, as such, he/she is authorized to
execute and deliver this Monthly Report to the Required Persons on the behalf of the Parent
Borrower in accordance with Section 5.11(a)(i) of the Amended and Restated Credit Agreement, and
that, to his/her knowledge:





	 	1.	 	[No Default or Event of Default has occurred and is continuing as of the date hereof,
exclusive of any Event of Default under Section 6(f) of the Amended and Restated Credit
Agreement (other than as a result of a breach of Section 5.28 of the Amended and Restated
Credit Agreement).]1







 




			
	1	 	To be included in each Monthly Report delivered in
respect of a Bringdown Report Date.





 









 






	 	2.	 	[Except as disclosed on Schedule I hereto, all representations and warranties contained
in Article III of the Amended and Restated Credit Agreement are true and correct on and as
of the date hereof, except (i) to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of
such earlier date, (ii) that for purposes hereof, the representations and warranties
contained in Section 3.04(a) shall be deemed to refer to the most recent financial
statements furnished pursuant to Section 5.11(a)(ii) and Section 5.11(a)(iii) and (iii) any
reference to the “Effective Date” contained in Section 3.05, 3.06, 3.08 or 3.11 shall be
deemed to refer to the date hereof.]2
	 
	 	3.	 	The Designated Pool complies with the Pool Specifications as of the date hereof.
	 
	 	4.	 	Pool Aircraft





	 	 	 	 	 	 	 
	Aircraft	 	Lessee	 	Maintenance Rent Held	 	Security Deposits Held
	MSN #[___]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[include any
updates to Schedule
3.18(a) of the
Amended and
Restated Credit
Agreement]
	 	 	 	 	 	 







	 	5.	 	Transfer of Pool Aircraft among Borrower Parties






	•	 	On [___], MSN #[___] was transferred by [Transferor Borrower] to [Transferee
Borrower] as provided in Section 2.12(a) of the Amended and Restated Credit Agreement.
	 
	•	 	[Transferor Borrower] intends to transfer MSN #[___] to [Transferee Borrower] as provided in
Section 2.12(a) of the Amended and Restated Credit Agreement on or about [___].






	 	6.	 	Removal of Pool Aircraft from the Designated Pool






	•	 	On [___], MSN #[___] was removed from the Designated Pool by [Borrower] due to
[___].
	 
	•	 	[Borrower] intends to remove MSN #[___] from the Designated Pool on or about [___]
due to [___].






	 	7.	 	Proposed Sales or Leases of Pool Aircraft






	•	 	On [___], a Letter of Intent was signed with [___] for the lease of MSN #[___]
for [___] months. This aircraft will be redelivering from [___]. The lease will [not]
have Maintenance Rent/Security Deposits.
	 
	•	 	On [___], a Letter of Intent was signed with [___] for the sale of MSN #[___]
for $[___]. The sale is scheduled to occur on or about [___].






	 	8.	 	Intermediate Leases






	•	 	On [___], [Borrower] entered into an Intermediate Lease with [Intermediate Lessee]
with respect to MSN #[___] for [___] months as provided in Section 2.12(c) of the Amended and
Restated Credit Agreement.







 




			
	2	 	To be included in each Monthly Report delivered in
respect of a Bringdown Report Date.




 









 











	•	 	[Borrower] intends to enter into an Intermediate Lease with [Intermediate Lessee] with
respect to MSN #[___] as provided in Section 2.12(c) of the Amended and Restated Credit
Agreement on or about [___].






	 	9.	 	Designated Borrowers






	•	 	On [___], [Borrower] designated [___] as a Designated Borrower as provided in
Section 2.12(d) of the Amended and Restated Credit Agreement.
	 
	•	 	[Borrower] intends to designate [___] as a Designated Borrower as provided in Section
2.12(d) of the Amended and Restated Credit Agreement on or about [___].






	 	10.	 	Events of Loss




[No Event of Loss was reported during the reporting period / Describe Event of Loss]





	 	11.	 	Claims on Insurance




[No claim on insurance was reported during the reporting period / Describe claims on insurance]





	 	12.	 	Leases in Arrears





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Months in	 	 	 	Interest in	 	Other Amounts	 	 
	Lessee	 	Aircraft	 	Arrears	 	Rent in Arrears	 	Arrears	 	in Arrears	 	Total in Arrears
	 
	 	MSN #[___]	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	Total	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 







	 	13.	 	Lessee Litigation




[There are no Pool Aircraft subject to Lessee Litigation / List and describe Lessee Litigation]





	 	14.	 	Lessee Defaults




[There are no Pool Aircraft subject to a Lease with respect to which a Lessee Default has occurred
and is continuing / List Lessee Defaults]





	 	15.	 	Collection Accounts





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Balance on Last Day of	 
	 	 	Prior Balance	 	 	Deposits	 	 	Withdrawals	 	 	Previous Calendar Month	 
	[Collection Account]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






     IN WITNESS WHEREOF, the undersigned has executed this Monthly Report as of                     ,
20_____.



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXHIBIT D




[Reserved]





 











 





EXHIBIT E




FORM OF MORTGAGE




AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




Dated as of October 13, 2009




among




INTERNATIONAL LEASE FINANCE CORPORATION




TOP AIRCRAFT, INC.




SHREWSBURY AIRCRAFT LEASING LIMITED




STATES AIRCRAFT, INC.




ILFC IRELAND LIMITED




ILFC FRANCE S.A.R.L.




ILFC LABUAN LTD.




and




THE ADDITIONAL GRANTORS REFERRED TO HEREIN

as the Grantors




WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

as the First Lien Security Trustee,

the Second Lien Security Trustee,

the Third Lien Security Trustee

and

the Fourth Lien Security Trustee




and




THE FEDERAL RESERVE BANK OF NEW YORK




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	2	 
	Section 1.02 Construction and Usage
	 	 	13	 
	 
	 	 	 	 
	ARTICLE II SECURITY
	 	 	14	 
	 
	 	 	 	 
	Section 2.01 Grant of Security
	 	 	14	 
	Section 2.02 Security for Obligations
	 	 	17	 
	Section 2.03 Representations and Warranties of the Grantors
	 	 	17	 
	Section 2.04 Grantors Remain Liable
	 	 	19	 
	Section 2.05 Delivery of Collateral
	 	 	20	 
	Section 2.06 As to the Assigned Documents
	 	 	20	 
	Section 2.07 As to Security Collateral, Beneficial Interest Collateral,
Membership Interest Collateral and Investment Collateral
	 	 	22	 
	Section 2.08 Further Assurances
	 	 	23	 
	Section 2.09 Place of Perfection; Records
	 	 	25	 
	Section 2.10 Voting Rights; Dividends; Etc
	 	 	25	 
	Section 2.11 Transfers and Other Liens; Additional Shares or Interests
	 	 	26	 
	Section 2.12 Security Trustees Appointed Attorney- in- Fact
	 	 	26	 
	Section 2.13 Security Trustees May Perform
	 	 	27	 
	Section 2.14 Covenant to Pay
	 	 	27	 
	Section 2.15 Delivery of Collateral Supplements
	 	 	27	 
	Section 2.16 Covenant Regarding Control
	 	 	27	 
	Section 2.17 Covenant Regarding Blocked Accounts
	 	 	28	 
	Section 2.18 Operational Covenants
	 	 	28	 
	Section 2.19 Insurance
	 	 	30	 
	 
	 	 	 	 
	ARTICLE III REMEDIES
	 	 	30	 
	 
	 	 	 	 
	Section 3.01 Remedies
	 	 	30	 
	Section 3.02 Priority of Payments
	 	 	31	 
	 
	 	 	 	 
	ARTICLE IV SECURITY INTEREST ABSOLUTE
	 	 	32	 
	 
	 	 	 	 
	Section 4.01 Security Interest Absolute
	 	 	32	 
	 
	 	 	 	 
	ARTICLE V THE SECURITY TRUSTEES
	 	 	33	 
	 
	 	 	 	 
	Section 5.01 Authorization and Action
	 	 	33	 
	Section 5.02 Absence of Duties
	 	 	34	 






i









 






	 	 	 	 	 
	 	 	PAGE
	Section 5.03 Representations or Warranties
	 	 	34	 
	Section 5.04 Reliance; Agents; Advice of Counsel
	 	 	35	 
	Section 5.05 Cape Town Convention
	 	 	36	 
	Section 5.06 No Individual Liability
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VI SUCCESSOR SECURITY TRUSTEE
	 	 	36	 
	 
	 	 	 	 
	Section 6.01 Resignation and Removal of a Security Trustee
	 	 	36	 
	Section 6.02 Appointment of Successor
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VII AGREEMENT BETWEEN SECURED PARTIES
	 	 	38	 
	 
	 	 	 	 
	Section 7.01 Subordination and Priority
	 	 	38	 
	Section 7.02 Exercise of Remedies
	 	 	  38	 
	Section 7.03 Further Agreements of Subordination
	 	 	39	 
	Section 7.04 Rights of Subrogation
	 	 	40	 
	Section 7.05 Further Assurances of Subordinated Security Trustees
	 	 	41	 
	Section 7.06 No Change in Rights in Collateral
	 	 	41	 
	Section 7.07 Waiver of Marshalling and Similar Rights
	 	 	41	 
	Section 7.08 Enforcement
	 	 	41	 
	Section 7.09 Obligations Not Affected
	 	 	41	 
	Section 7.10 Waiver
	 	 	42	 
	Section 7.11 Secured Obligations Unimpaired
	 	 	42	 
	Section 7.12 Upon Discharge of Obligations
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VIII INDEMNITY AND EXPENSES
	 	 	43	 
	 
	 	 	 	 
	Section 8.01 Indemnity
	 	 	43	 
	Section 8.02 Secured Parties’ Indemnity
	 	 	43	 
	Section 8.03 No Compensation from Secured Parties
	 	 	44	 
	Section 8.04 Security Trustee Fees
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	45	 
	 
	 	 	 	 
	Section 9.01 Amendments; Waivers; Etc
	 	 	45	 
	Section 9.02 Addresses for Notices
	 	 	45	 
	Section 9.03 No Waiver; Remedies
	 	 	47	 
	Section 9.04 Severability
	 	 	47	 
	Section 9.05 Continuing Security Interest; Assignments
	 	 	47	 
	Section 9.06 Release and Termination
	 	 	47	 
	Section 9.07 Currency Conversion
	 	 	50	 
	Section 9.08 Governing Law
	 	 	50	 
	Section 9.09 Jurisdiction; Consent to Service of Process
	 	 	50	 
	Section 9.10 Counterparts
	 	 	51	 
	Section 9.11 Table of Contents, Headings, Etc
	 	 	51	 
	Section 9.12 Non- Invasive Provisions
	 	 	51	 
	Section 9.13 Limited Recourse
	 	 	52	 






ii









 






	 
	SCHEDULES

	 

	Schedule I 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

	 

	EXHIBITS

	 

	Exhibit A-1 Form of Collateral Supplement

	Exhibit A-2 Form of Grantor Supplement

	Exhibit B Form of Consent and Agreement

	Exhibit C-1 Form of FAA Aircraft Mortgage — First Lien

	Exhibit C-2 Form of FAA Aircraft Mortgage — Second Lien

	Exhibit C-3 Form of FAA Aircraft Mortgage — Third Lien

	Exhibit C-4 Form of FAA Aircraft Mortgage — Fourth Lien

	Exhibit D-1 Form of FAA Aircraft Mortgage and Security Agreement — First Lien

	Exhibit D-2 Form of FAA Aircraft Mortgage and Security Agreement — Second Lien

	Exhibit D-3 Form of FAA Aircraft Mortgage and Security Agreement — Third Lien

	Exhibit D-4 Form of FAA Aircraft Mortgage and Security Agreement — Fourth Lien

	Exhibit E-1 Form of FAA Lease Security Assignment — First Lien

	Exhibit E-2 Form of FAA Lease Security Assignment — Second Lien

	Exhibit E-3 Form of FAA Lease Security Assignment — Third Lien

	Exhibit E-4 Form of FAA Lease Security Assignment — Fourth Lien

	Exhibit F-1 Form of Notice of Assignment

	Exhibit F-2 Form of Acknowledgment







iii









 





AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




     This AIRCRAFT MORTGAGE AND SECURITY AGREEMENT (this “Agreement”), dated as of October
13, 2009, is made among INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(“ILFC”), TOP AIRCRAFT, INC., a California corporation (“Holdings”), SHREWSBURY
AIRCRAFT LEASING LIMITED, a private limited liability company incorporated under the laws of
Ireland (the “Irish SPC”), STATES AIRCRAFT INC., a California corporation (the
“California SPC”), ILFC IRELAND LIMITED, a private limited liability company incorporated
under the laws of Ireland (the “Irish Initial Intermediate Lessee”), ILFC FRANCE S.A.R.L.,
a société à responsabilité limitée organized under the laws of France (the “French Initial
Intermediate Lessee”), ILFC LABUAN LTD., a Labuan private limited liability company
incorporated under the Offshore Companies Act 1990 of Malaysia (the “Labuan Initial
Intermediate Lessee”) and the ADDITIONAL GRANTORS who from time to time become grantors under
this Agreement (together with ILFC, Holdings, the Irish SPC, the California SPC, the Irish Initial
Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial Intermediate
Lessee, the “Grantors”), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national
banking association (“Wells Fargo”), as the First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee, and the
FEDERAL RESERVE BANK OF NEW YORK (the “FRBNY”).



PRELIMINARY STATEMENTS:




     (1) The Grantors have entered into the First Lien Borrower Party Guarantee Agreement (the
“First Lien Guarantee Agreement”), pursuant to which the Grantors have agreed to guarantee
certain of the payment obligations of American International Group, Inc. (“AIG”) under the
Credit Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender
(as amended, restated, amended and restated or otherwise modified from time to time, the
“Parent Credit Agreement”).



     (2) ILFC, the Irish SPC and the California SPC, and certain other borrowers party thereto, as
co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee, the Labuan Initial Intermediate Lessee, Holdings, AIG Funding, Inc. (“AIG
Funding”), as lender (the “Lender”), and the Second Lien Security Trustee have entered
into the Credit Agreement, dated as of the date hereof (the “Credit Agreement”), pursuant
to which the Lender has made the Loan to the Borrowers.



     (3) The Grantors have entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantors have agreed to guarantee
certain of the payment obligations of AIG under the Parent Credit Agreement.



     (4) ILFC and AIG Funding have entered into the Demand Note Agreement, dated as of March 9,
2009, and the Demand Note Agreement, dated as of March 26, 2009 (collectively, the “Demand Note
Agreements”), pursuant to which AIG Funding has made certain Advances to ILFC.



 









 





     (5) The Demand Note Agreements have been amended and restated as of the date hereof pursuant
to an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”)
among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish Initial Intermediate
Lessee, the French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, AIG Funding
and the Fourth Lien Security Trustee and new value is being given to the Grantors (including for
the purposes of Section 547(c)(1) and (c)(4) of the United States Bankruptcy Code) in the form of,
among other things, an extension of the maturity of the Demand Note Agreements.



     (6) The Grantors are the owners of certain Pool Aircraft and are parties to lease and
sub-lease contracts with respect to such Pool Aircraft.



     (7) ILFC and the other Grantors may from time to time grant additional security for the
benefit of the Secured Parties.



     (8) The Grantors in each case party thereto have agreed, pursuant to the First Lien Guarantee
Agreement, the Third Lien Guarantee Agreement, and the Amended and Restated Credit Agreement, and
it is a condition precedent to the making of the Loan by the Lender to the Borrowers under the
Credit Agreement, that the Grantors grant the security interests required by this Agreement.



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



     (10) Wells Fargo is willing to act as the First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee under this
Agreement.



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



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. (a) 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.



     “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.



     “Advances” means, collectively, the advances made by AIG Funding to ILFC pursuant to the
Demand Note Agreements.



2









 





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



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



     “Agreement Collateral” means, collectively, the Assigned Agreement Collateral and the Lease
Collateral.



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



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



     “AIG Funding Pledge Supplement” means the Pledge Agreement Supplement dated as of October 10,
2008 between AIG Funding and the FRBNY.



     “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 made, or required to be made, pursuant to applicable law, and in
each case in whatever form and by whatever means or medium (including, without limitation,
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.



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



     “Amended and Restated Credit Agreement” has the meaning specified in preliminary statements of
this Agreement.



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



     “Assigned Agreements” has the meaning specified in Section 2.01.



     “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.



3









 





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



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



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



     “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.



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



     “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” has the meaning specified in Section 2.01.



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



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



     “Credit Agreement” has the meaning specified in the preliminary statements to this Agreement.



     “Demand Note Agreements” has the meaning specified in the preliminary statements to this
Agreement.



     “Eligible Institution” means (a) Wells Fargo in its capacity as First Lien Security Trustee
under this Agreement; (b) Wells Fargo in its capacity as Second Lien Security Trustee under this
Agreement; (c) Wells Fargo in its capacity as Third Lien Security Trustee under this
Agreement; (d) Wells Fargo in its capacity as Fourth Lien Security Trustee under this
Agreement; (e) any bank not organized under the laws of the United States of America so long as



4









 







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; and (f) any bank organized under the laws of the United States of America or
any state thereof, or the District of 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 New York Uniform Commercial Code.



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



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



     “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 the Loan Documents, (c) the proceeds of any requisition for hire not required to be
paid to a 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, except
to the extent such Grantor or Affiliate owes such amounts in respect of the same claim to a Secured
Party, (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.



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



     “First Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-1.



     “First Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-1.



5









 





     “First Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-1 hereto.



     “First Lien Guarantee Agreement” has the meaning specified in the preliminary statements to
this Agreement.



     “First Lien Secured Obligations” means the “Guaranteed Obligations” as defined in the First
Lien Guarantee Agreement.



     “First Lien Secured Party” means any of or, in the plural form, all of the First Lien Security
Trustee and the FRBNY.



     “First Lien Security Trustee” means the Person appointed, at the time of determination, as the
First Lien Security Trustee under this Agreement. The initial First Lien Security Trustee is Wells
Fargo.



     “Fourth Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-4.



     “Fourth Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-4.



     “Fourth Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-4 hereto.



     “Fourth Lien Secured Obligations” means the “Obligations” as defined in the Amended and
Restated Credit Agreement.



     “Fourth Lien Secured Party” means any of or, in the plural form, all of the Fourth Lien
Security Trustee, AIG Funding and the FRBNY as assignee of AIG Funding under the Parent Credit
Agreement, the Pledge Agreement, the AIG Funding Pledge Supplement and related agreements.



     “Fourth Lien Security Trustee” means the Person appointed, at the time of determination, as
the Fourth Lien Security Trustee under this Agreement. The initial Fourth Lien Security Trustee is
Wells Fargo.



     “FRBNY” means the Federal Reserve Bank of New York or any other Governmental Authority of the
United States, any trust held for the benefit of the Federal Reserve Bank of New York or such other
Governmental Authority or any limited liability company of which the Federal Reserve Bank of New
York or such other Governmental Authority is the sole member, in each case as may be designated in
writing by the Federal Reserve Bank of New York from time to time.



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



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     “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.



     “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.



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



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



     “Initial Intermediate Lessees” means the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee and the Labuan Initial Intermediate Lessee, in each case until such time (if
any) as ILFC transfers the Equity Interest in such company to Holdings.



     “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.



     “International Registry” means the International Registry under the Cape Town Convention.



     “Investment Collateral” has the meaning specified in Section 2.01.



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



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



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



     “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 any Security Trustees 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



7









 





     assignment by such Lessee and (e) any undertaking of quiet enjoyment given by any Security Trustee
in respect thereof.



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



     “Lender” has the meaning specified in the preliminary statements to this Agreement.



     “Lessee Acknowledgment” has the meaning set forth in Section 2.18.



     “Lessee Notice” has the meaning set forth in Section 2.18.



     “Membership Interest Collateral” has the meaning specified in Section 2.01.



     “Parent Credit Agreement” has the meaning specified in the preliminary statements to this
Agreement.



     “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.



     “Pledge Agreement” means the Guarantee and Pledge Agreement dated as of September 22, 2008,
among AIG, the guarantors party thereto and the FRBNY.



     “Pledged Beneficial Interest” means all of the beneficial interest in certain Grantors
described in the attached Schedule II or in any Collateral Supplement or Grantor Supplement.



     “Pledged Membership Interests” means all of the membership interests in certain Grantors
described in the attached Schedule II or in any Collateral Supplement or Grantor Supplement.



     “Pledged Stock” means the outstanding shares of capital stock and/or issued share capital of
the Irish SPC, the California SPC and certain Grantors described in the attached Schedule II or in
any Collateral Supplement or Grantor Supplement.



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



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



8









 





     “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 Collateral” has the meaning specified in Section 2.07(a).



     “Relevant FAA Aircraft Mortgages” means (a) from the date hereof until payment in full in cash
of the First Lien Secured Obligations then outstanding, collectively, the First Lien FAA Aircraft
Mortgage, the Second Lien FAA Aircraft Mortgage, the Third Lien FAA Aircraft Mortgage and the
Fourth Lien FAA Aircraft Mortgage, (b) after such payment in full in cash of the First Lien Secured
Obligations and until payment in full in cash of the Second Lien Secured Obligations then
outstanding, collectively, the Second Lien FAA Aircraft Mortgage, the Third Lien FAA Aircraft
Mortgage and the Fourth Lien FAA Aircraft Mortgage, (c) after such payment in full in cash of the
First Lien Secured Obligations and the Second Lien Secured Obligations and until payment in full in
cash of the Third Lien Secured Obligations then outstanding, collectively, the Third Lien FAA
Aircraft Mortgage and the Fourth Lien FAA Aircraft Mortgage and (d) after such payment in full in
cash of the First Lien Secured Obligations, the Second Lien Secured Obligations and the Third Lien
Secured Obligations, the Fourth Lien FAA Aircraft Mortgage.



     “Relevant FAA Aircraft Mortgages and Lease Assignments” means (a) from the date hereof until
payment in full in cash of the First Lien Secured Obligations then outstanding, collectively, the
First Lien FAA Aircraft Mortgage and Lease Assignment, the Second Lien FAA Aircraft Mortgage and
Lease Assignment, the Third Lien FAA Aircraft Mortgage and Lease Assignment and the Fourth Lien FAA
Aircraft Mortgage and Lease Assignment, (b) after such payment in full in cash of the First Lien
Secured Obligations and until payment in full in cash of the Second Lien Secured Obligations then
outstanding, collectively, the Second Lien FAA Aircraft Mortgage and Lease Assignment, the Third
Lien FAA Aircraft Mortgage and Lease Assignment and the Fourth Lien FAA Aircraft Mortgage and Lease
Assignment, (c) after such payment in full in cash of the First Lien Secured Obligations and the
Second Lien Secured Obligations and until payment in full in cash of the Third Lien Secured
Obligations then outstanding, collectively, the Third Lien FAA Aircraft Mortgage and Lease
Assignment and the Fourth Lien FAA Aircraft Mortgage and Lease Assignment and (d) after such
payment in full in cash of the First Lien Secured Obligations, the Second Lien Secured Obligations
and the Third Lien Secured Obligations, the Fourth Lien FAA Aircraft Mortgage and Lease Assignment.



     “Relevant FAA Lease Security Assignments” means (a) from the date hereof until payment in full
in cash of the First Lien Secured Obligations then outstanding, collectively, the First Lien FAA
Lease Security Assignment, the Second Lien FAA Lease Security Assignment, the Third Lien FAA Lease
Security Assignment and the Fourth Lien FAA Lease Security Assignment, (b) after such payment in
full in cash of the First Lien Secured Obligations and until payment in full in cash of the Second
Lien Secured Obligations then outstanding, collectively, the Second Lien FAA Lease Security
Assignment, the Third Lien FAA Lease Security
Assignment and the Fourth Lien FAA Lease Security Assignment, (c) after such payment in full
in cash of the First Lien Secured Obligations and the Second Lien Secured Obligations and until



9









 





payment in full in cash of the Third Lien Secured Obligations then outstanding, collectively, the
Third Lien FAA Lease Security Assignment and the Fourth Lien FAA Lease Security Assignment and (d)
after such payment in full in cash of the First Lien Secured Obligations, the Second Lien Secured
Obligations and the Third Lien Secured Obligations, the Fourth Lien FAA Lease Security Assignment.



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



     “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.



     “Second Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-2.



     “Second Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-2.



     “Second Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-2 hereto.



     “Second Lien Secured Obligations” has the meaning assigned to the term “Obligations” in the
Credit Agreement.



     “Second Lien Secured Party” means any of or, in the plural form, all of the Second Lien
Security Trustee, the Lender and the FRBNY as assignee of AIG Funding under the Parent Credit
Agreement, the Pledge Agreement, the AIG Funding Pledge Supplement and related agreements.



     “Second Lien Security Trustee” means the Person appointed, at the time of determination, as
the Second Lien Security Trustee under this Agreement. The initial Second Lien Security Trustee is
Wells Fargo.



     “Secured Obligations” means, collectively, the First Lien Secured Obligations, the Second Lien
Secured Obligations, the Third Lien Secured Obligations and the Fourth Lien Secured Obligations.



     “Secured Parties” means, collectively, the First Lien Secured Parties, the Second Lien Secured
Parties, the Third Lien Secured Parties and the Fourth Lien Secured Party.



10









 





     “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 in the State of New
York.



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



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



     “Security Trustees” means, collectively, the First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee, and
“Security Trustee” means any one of them.



     “Senior Secured Parties” means (a) from the date hereof until payment in full in cash of the
First Lien Secured Obligations, the First Lien Secured Parties, (b) after such payment in full in
cash of the First Lien Secured Obligations and until payment in full in cash of the Second Lien
Secured Obligations then outstanding, the Second Lien Secured Parties, (c) after such payment in
full in cash of the First Lien Secured Obligations and the Second Lien Secured Obligations and
until payment in full in cash of the Third Lien Secured Obligations then outstanding, the Third
Lien Secured Parties and (d) after such payment in full in cash of the First Lien Secured
Obligations, the Second Lien Secured Obligations and the Third Lien Secured Obligations then
outstanding, the Fourth Lien Secured Party.



     “Senior Security Trustee” means (a) from the date hereof until payment in full in cash of the
First Lien Secured Obligations, the First Lien Security Trustee, (b) after such payment in full in
cash of the First Lien Secured Obligations and until payment in full in cash of the Second Lien
Secured Obligations then outstanding, the Second Lien Security Trustee, (c) after such payment in
full in cash of the First Lien Secured Obligations and the Second Lien Secured Obligations and
until payment in full in cash of the Third Lien Secured Obligations then outstanding, the Third
Lien Security Trustee and (d) after such payment in full in cash of the First Lien Secured
Obligations, the Second Lien Secured Obligations and the Third Lien Secured Obligations then
outstanding, the Fourth Lien Security Trustee.



     “Subordinated Secured Parties” means (a) from the date hereof until payment in full in cash of
the First Lien Secured Obligations, collectively, the Second Lien Secured Parties, the Third Lien
Secured Parties and the Fourth Lien Secured Party, (b) after such payment in full in cash of the
First Lien Secured Obligations and until payment in full in cash of the Second Lien Secured
Obligations then outstanding, collectively, the Third Lien Secured Parties and the Fourth Lien
Secured Party and (c) after such payment in full in cash of the First Lien Secured Obligations and
the Second Lien Secured Obligations and until payment in full in cash of the Third Lien Secured
Obligations then outstanding, the Fourth Lien Secured Party.



     “Subordinated Security Trustees” means (a) from the date hereof until payment in full in cash
of the First Lien Secured Obligations, collectively, the Second Lien Security Trustee,
the Third Lien Security Trustee and the Fourth Lien Security Trustee, (b) after such payment
in



11









 







full in cash of the First Lien Secured Obligations and until payment in full in cash of the
Second Lien Secured Obligations then outstanding, collectively, the Third Lien Security Trustee and
the Fourth Lien Security Trustee and (c) after such payment in full in cash of the First Lien
Secured Obligations and the Second Lien Secured Obligations and until payment in full in cash of
the Third Lien Secured Obligations then outstanding, the Fourth Lien Security Trustee.



     “Third Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-3.



     “Third Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-3.



     “Third Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-3 hereto.



     “Third Lien Guarantee Agreement” has the meaning specified in the preliminary statements to
this Agreement.



     “Third Lien Secured Obligations” means the “Guaranteed Obligations” as defined in the Third
Lien Guarantee Agreement.



     “Third Lien Secured Party” means any of or, in the plural form, all of the Third Lien Security
Trustee and the FRBNY.



     “Third Lien Security Trustee” means the Person appointed, at the time of determination, as the
Third Lien Security Trustee under this Agreement. The initial Third Lien Security Trustee is Wells
Fargo.



     “Third Party Event” has the meaning specified in Section 2.18(c).



     “Transaction Documents” means, collectively, the Loan Documents and the “Loan Documents” as
defined in the Amended and Restated Credit Agreement.



     “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.



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



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



12









 





     (b) 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”.



     (c) Terms Defined in the Credit Agreement. 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 Credit Agreement.



     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 U.S. 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 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 Loan include the conditions applicable to the Loan
and any reference to any amount of money due or payable by reference to the First Lien
Guarantee Agreement, the Loan, the Third Lien Guarantee Agreement or the Advances shall
include any sum covenanted to be paid by any Grantor under this Agreement in respect thereof.



13









 





     (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 any Transaction 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.



ARTICLE II

SECURITY




     Section 2.01 Grant of Security.



     (A) Grant of Security Interest — First Lien. To secure the First Lien Secured Obligations,
each Grantor hereby assigns and pledges to the First Lien Security Trustee, for its benefit and the
benefit of the other First Lien Secured Parties, and hereby grants to the First Lien Security
Trustee for its benefit and the benefit of the other First Lien Secured Parties a first priority
security interest in, all of such Grantor’s right, title and interest in and to the following
(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 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) 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, 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



14









 







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 “Security
Collateral”):



     (i) the Pledged Stock and the certificates representing such Pledged Stock, and all
dividends, 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 Stock;



     (ii) all additional shares of the capital stock of any other Grantor other than ILFC or an
Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the
capital stock of any other Grantor that may be formed from time to time, and all certificates, if
any, representing such additional shares of the capital stock and all dividends, 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 shares; and



     (d) with respect to each Grantor, all of 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 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 other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the beneficial interests in any other Grantor that may be formed
from time to time, 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;



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



     (i) the Pledged Membership Interests, all certificates, if any, from time to time
representing all of such Grantor’s right, title and interest in the Pledged Membership Interests,
any contracts and instruments pursuant to which any such Pledged Membership 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 Membership Interests; and



15









 





     (ii) all of such Grantor’s right, title and interest in all additional membership interests
in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the membership interests in any other Grantor that may be formed
from time to time, and all certificates, if any, from time to time representing such additional
membership 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 membership interests;



     (f) (i) with respect to each Grantor, all right of such Grantor in and to each Blocked
Account and all funds or other property at any time or from time to time credited to any Blocked
Account and (ii) with respect to each Grantor other than ILFC or an Initial Intermediate Lessee
(provided, however, that such Initial Intermediate Lessee shall comply with Section 2.11(a) of the
Credit Agreement), all right of such Grantor in and to each account at any time or from time to
time established in its name and, in the case of clause (i) and (ii) above, all 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”);



     (g) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such
Grantor other than ILFC or any Initial Intermediate Lessee (the “Investment Collateral”)
including written notification of all interest, dividends, 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 then existing Investment Collateral, but excluding any loans or advances made, or dividends
or other amounts paid, by any Grantor to any other Grantor;



     (h) 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 by any other Grantor, other
than between ILFC and any Initial Intermediate Lessee, 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 deposit accounts, all
funds or other property held in such deposit accounts, all certificates and instruments, if any,
from time to time representing or evidencing such deposit accounts and all other 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;



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



     (j) 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 any Security Trustee; and



16









 





     (k) 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), (g),
(h), (i) and (j) of this Section 2.01);


provided that the Collateral shall not include any Excluded Property.




     (B) Grant of Security Interest — Second Lien. To secure the Second Lien Secured Obligations, each
Grantor hereby assigns and pledges to the Second Lien Security Trustee, for its benefit and the
benefit of the other Second Lien Secured Parties, and hereby grants to the Second Lien Security
Trustee for its benefit and the benefit of the other Second Lien Secured Parties, a subordinated
security interest in (subject and subordinate in all respects to the Lien of the First Lien Secured
Parties), all of such Grantor’s right, title and interest in and to the Collateral.



     (C) Grant of Security Interest — Third Lien. To secure the Third Lien Secured Obligations, each
Grantor hereby assigns and pledges to the Third Lien Security Trustee, for its benefit and the
benefit of the other Third Lien Secured Parties, and hereby grants to the Third Lien Security
Trustee for its benefit and the benefit of the other Third Lien Secured Parties, a subordinated
security interest in (subject and subordinate in all respects to the Lien of the First Lien Secured
Parties and the Lien of the Second Lien Secured Parties), all of such Grantor’s right, title and
interest in and to the Collateral.



     (D) Grant of Security Interest — Fourth Lien. To secure the Fourth Lien Secured Obligations, each
Grantor hereby assigns and pledges to the Fourth Lien Security Trustee, for its benefit and the
benefit of the other Fourth Lien Secured Parties, and hereby grants to the Fourth Lien Security
Trustee for its benefit and the benefit of the other Fourth Lien Secured Parties, a subordinated
security interest in (subject and subordinate in all respects to the Lien of the First Lien Secured
Parties, the Lien of the Second Lien Secured Parties and the Lien of the Third Lien Secured
Parties), all of such Grantor’s right, title and interest in and to the Collateral.



     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 Trustees 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 Mortgage solely with respect to such Pool Aircraft and such Grantor, as
follows:



17









 





     (a) The Grantors are the legal and beneficial owners of the Collateral, including each
applicable Pool Aircraft (except for Holdings, the Intermediate Lessees, and any other Grantor that
does not hold title to a Pool Aircraft but is the sole beneficial owner thereof under a trust,
conditional sale or similar arrangement). None of the Collateral has been pledged, assigned, sold
or otherwise encumbered other than pursuant to the terms of the Transaction Documents and except
for Permitted Liens, and no Collateral is described in (i) any UCC financing statements filed
against any Borrower Party other than UCC financing statements which have been terminated 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 filing records that may be applicable to
the Collateral in any other relevant jurisdiction, other than such filings or registrations that
have been terminated or that have been made in connection with Permitted Liens, the Mortgage or any
other security document in favor of any Security Trustee for the benefit of the Secured Parties,
or, with respect to the Leases, in favor of the Borrower Parties 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 Trustees in the Collateral (other than, as of
the Effective Date until (i) with respect to the Required Pool Aircraft and any Aircraft Assets
related thereto, the Required Perfection Date and (ii) with respect to the Supplemental Pool
Aircraft and any Aircraft Assets related thereto, the applicable date set forth in Section 5.02(a)
of the Credit Agreement) 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 have been (or in the case of future Collateral will be) duly taken
(except that only the Express Perfection Requirements shall be required to be satisfied),
enforceable against the applicable Borrower Parties and creditors of and purchasers from such
Borrower Parties.



     (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 regulatory body or other third party
(including, for the avoidance of doubt, the International Registry) is required under the laws of
the United States or Ireland 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, without
limitation, 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)



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such other filings as are required
under relevant local law in the case of Grantors that are not domiciled in the United States or a
state thereof.



     (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.



     (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of
capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Beneficial
Interest constitutes the percentage of the beneficial interest of the issuer thereof indicated on
Schedule II hereto. The Pledged Membership Interest constitutes the percentage of the membership
interest of the issuer thereof, as indicated on Schedule II hereto.



     (g) The Pledged Stock, the Pledged Beneficial Interest and the Pledged Membership Interests
have been duly authorized and validly issued and are fully paid up and nonassessable.



     (h) The Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest
constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. The terms
of any Pledged Membership Interest expressly provide that such
Pledged Membership Interest shall be governed by Article 8 of the Uniform Commercial Code
as in effect in the jurisdiction of the issuer of such Pledged Membership Interest. The Pledged
Stock, the Pledged Beneficial Interests and the Pledged Membership Interest have been
delivered to the Security Trustee. The Pledged Stock, the Pledged Beneficial Interests and the
Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an
effective indorsement, to the Security Trustee or in blank or (iii) have been registered in the
name of the Security Trustee. None of the Pledged Stock, the Pledged Beneficial Interests and
the Pledged Membership Interest 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 each 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 any
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



19









 







(c) in each
case, unless any Security Trustee or 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. All certificates or instruments representing or
evidencing any Collateral (other than Account Collateral), if deliverable, shall be delivered to
and held by or on behalf of the Senior Security Trustee in New York 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 Senior Security Trustee shall have the right, upon the occurrence and during
the continuance of an Event of Default, to transfer to or to register in the name of the Senior
Security Trustee or any of its nominees any or all of the Pledged Stock, the Pledged Beneficial
Interest and the Pledged Membership Interests, subject only to the revocable rights specified in
Section 2.10(a). In addition, the Senior Security Trustee shall have the right at any time, upon
the occurrence and during the continuance of an Event of Default, to exchange certificates or
instruments representing or evidencing any Collateral (other than Account 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 Senior
Security Trustee promptly (and in any case no later than ten days) after the execution and delivery
of such Assigned Lease by all its parties. Notwithstanding anything else to the contrary in any
Transaction Document, no Grantor shall be required to deliver to the Senior Security Trustee any
letter of credit issued pursuant to an Assigned Lease.



     Section 2.06 As to the Assigned Documents. (a) Upon the inclusion of any Assigned
Document (other than an Assigned Lease) in the Collateral, the relevant Grantor will deliver to
each Security Trustee a consent, in substantially the form of Exhibit B and executed by each party
to such Assigned Document (other than any 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, promptly after its receipt
thereof from the relevant Lessee party thereto, the relevant Grantor will deliver to each Security
Trustee (i) such consents, acknowledgments and/or notices as are provided for in the related Lease
Assignment Documents and; (ii) such consents, acknowledgments and/or notices as are necessary or
customary under the terms of such Assigned Lease and under the applicable law of the jurisdiction
governing such Assigned Lease and the jurisdiction in which the relevant lessee is principally
located or the applicable Pool Aircraft is registered 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 (A) where the applicable
Lessee is situated for purposes of the Cape Town Convention in a jurisdiction that is a Contracting
State or



20









 







(B) 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 assure
the payment of all amounts under such Assigned Lease to the appropriate Blocked Account in
accordance with the terms of the Credit Agreement. Upon the written request of any Grantor, each
Security Trustee (solely in its capacity as such) will execute such undertakings of quiet enjoyment
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
provided for in such Assigned Lease.



     (b) Upon (i) the inclusion of any Assigned Document in the Collateral or (ii) the amendment
or replacement of any Assigned Document or the entering into of any new Assigned Document, the
relevant Grantor will deliver a copy thereof to each Security Trustee and will take such other
action as may be necessary to perfect the lien of this Agreement as to such Assigned Document or as
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 an
Event of Default has occurred and is continuing take all such action to such end as may be from
time to time reasonably requested by any Security Trustee; and



     (ii) furnish to each Security Trustee promptly upon receipt copies of each 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, (A) furnish to each Security Trustee such information and reports regarding the
Collateral as such Security Trustee may reasonably request and (B) upon reasonable request of any
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 Event of Default shall have occurred and be continuing, and notwithstanding
any provision to the contrary in this Agreement, each Grantor shall be entitled, to the exclusion
of the Security Trustees but subject always to the terms of the Transaction Documents (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



21









 







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) whether or not an Event of Default
has occurred, all amounts payable under each Assigned Document (including all Collections under
each Assigned Lease) shall be paid directly to the appropriate Blocked Account in accordance with
the terms of the Credit Agreement, (ii) so long as any Assigned Lease remains in effect, no Grantor
will abrogate any right, power or privilege granted expressly in favor of any Security Trustee or
any Secured Party under any Lease Assignment Document and (ii) during the continuance of an Event
of Default, all such rights of each Grantor shall cease, and all such rights shall become vested in
the Senior Security Trustee, which shall thereupon have the sole right to exercise or refrain from
exercising such rights.



     Section 2.07 As to Security Collateral, Beneficial Interest Collateral, Membership Interest
Collateral and Investment Collateral. (a) All Security Collateral, Beneficial Interest
Collateral, Membership Interest Collateral and Investment Collateral (the “Relevant
Collateral”) shall be delivered to the Senior 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 Senior Security Trustee in the State of New York,
registered in the name of the Senior Security Trustee or duly endorsed by an appropriate person to
the Senior Security Trustee or in blank and, in each case, held by the Senior Security Trustee in
the State of New York, 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 Senior Security Trustee and confirming in writing to the Senior
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 Senior 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 Senior Security Trustee and
confirming in writing to the Senior 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 the FRBNY or 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 Senior Security Trustee and confirming in writing to the Senior Security Trustee that
it has been so credited.



     (b) Each Grantor and each Security Trustee hereby represents, with respect to the Relevant
Collateral, that it has not entered into, and hereby agrees that it will not enter into, any



22









 





agreement (i) with any of the other parties hereto or any Securities Intermediary specifying any
jurisdiction other than the State of New York as any Securities Intermediary’s jurisdiction 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 Senior Security Trustee represents that it will, by express agreement with each Securities
Intermediary, provide for each item of property constituting Relevant 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 Senior Security Trustee agree, and
the Senior Security Trustee shall cause each Securities Intermediary, to take such different or
additional action as may be required in order to maintain the perfection and priority of the
security interest of each Security Trustee in the Relevant 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 agrees that from time to time, at the
expense of such Grantor, such Grantor shall promptly execute and deliver all further instruments
and documents, and take all further action (including under the laws of any foreign jurisdiction),
that may be necessary, or that any Security Trustee may reasonably request, in order to perfect and
protect any pledge, assignment or security interest granted or purported to be granted hereby or to
enable any Security Trustee to exercise and enforce its rights and remedies hereunder with respect
to any Collateral (except that only the Express Perfection Requirements shall be required to be
satisfied). Without limiting the generality of the foregoing, 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 promissory note, unless an Event of Default shall have occurred and be
continuing), deliver and pledge to the Senior 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, or as any 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 or as any
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 each Security Trustee to file one or more financing or
continuation statements, and amendments thereto, relating to all or any part of the



23









 







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 each Security Trustee from time to
time statements and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as any Security Trustee may reasonably request, all in
reasonable detail.



     (d) Each Grantor shall, immediately upon the organization or acquisition by such Grantor of
any Person (in the case of ILFC or any Initial Intermediate Lessee only, provided that such
Person Owns or leases a 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
(with respect to the Required Pool Aircraft and the Supplemental Pool Aircraft, by the dates set
forth in Section 5.02(a) of the Credit Agreement) register or cause to be registered (or if any
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 each Security Trustee of each International Interest described in
clause (ii) and assigned to each 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, 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) any Security Trustee’s consent is required for any such
registration, or (B) any Security Trustee is required to initiate any such registration, the
relevant 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 relevant Security Trustee fail to do so in a proper fashion (it being
understood and agreed that in no event shall any 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 each Security Trustee in the order of priority provided for in clauses (a) through (d)
of Section 3.02. The parties hereto agree that for the purposes of the definition of Prospective
International Interest in the Cape Town Convention, the making of the Loan by the Lender shall
constitute the stated event upon which the Borrower 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



24









 







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 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. With respect to each
Grantor incorporated under the laws of Ireland, such Grantor shall (i) cause each Security Document
executed by it and any related Charge Over Shares or, in each case, 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 and (ii) in respect of each Pool Aircraft owned
by such Grantor, execute an Irish Mortgage in respect of such Pool Aircraft and make all applicable
Irish Cape Town Registrations.



     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 each 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 shall permit
representatives of any 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 Event of Default shall have
occurred and be continuing:



     (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights
pertaining to all or any part of the Security Collateral, Beneficial Interest Collateral and
Membership Interest Collateral pledged by such Grantor for any purpose not inconsistent with the
terms of this Agreement, the charter documents of such Grantor or the Transaction Documents;
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
the Transaction Documents; and



     (ii) Each 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) After an Event of Default shall have occurred and be continuing, any and all
distributions, dividends and interest paid in respect of the Security Collateral, the Beneficial
Interest Collateral and the Membership 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 Security Collateral, Beneficial Interest Collateral or Membership Interest
Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in



25









 





respect of such Security Collateral, Beneficial Interest Collateral or Membership 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 Security
Collateral, Beneficial Interest Collateral or Membership Interest Collateral shall be forthwith
delivered to the Senior Security Trustee and, if received by such Grantor, shall be received in
trust for the benefit of the Senior Security Trustee, be segregated from the other property or
funds of such Grantor and be forthwith delivered to the Senior Security Trustee in the same form as
so received (with any necessary endorsement).



     (c) During the continuance of an Event of Default, 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 Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall
thereupon become vested in the Senior 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. (a) 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 and as otherwise provided or
permitted herein or in any other Transaction Document.



     (b) Except as otherwise provided pursuant to the Transaction Documents, the Grantors (other
than ILFC and the Initial Intermediate Lessees) shall not issue, deliver or sell any shares,
interests, participations or other equivalents except those pledged hereunder. Any beneficial
interest or capital stock or other securities or interests issued in respect of or in substitution
for the Pledged Stock, the Pledged Beneficial Interest or the Pledged Membership Interests shall be
issued or delivered (with any necessary endorsement) to the Senior Security Trustee.



     Section 2.12 Security Trustees Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints, as security for the Secured Obligations, each 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 such Security Trustee’s discretion during the
occurrence and continuance of an Event of Default, to take any action and to execute any instrument
that such 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;



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     (c) to file any claims or take any action or institute any proceedings that such Security
Trustee may deem necessary for the collection of any of the Collateral or otherwise to enforce the
rights of such 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 Security Collateral provided pursuant to Section 2.01(c)) and preserve the pledge, assignment
and security interest granted hereby;


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




     Section 2.13 Security Trustees May Perform. If any Grantor fails to perform any agreement
contained in this Agreement, any 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 such Security Trustee incurred in connection with doing so
shall be payable by the Grantors.



     Section 2.14 Covenant to Pay. Each Grantor covenants with each Security Trustee (for the
benefit of the Security Trustees and 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 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 the
Transaction Documents 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 acquisition by any Grantor of
any Pool Aircraft or Relevant Collateral, each relevant Grantor shall concurrently execute and
deliver to each 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
any Transaction Document; 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 Covenant Regarding Control. No Grantor shall cause nor permit any Person
other than the Senior Security Trustee to have “control” (as defined in Section 9-104 of the UCC)
of any Blocked Account pursuant to the terms of the Credit Agreement. No Grantor (other than ILFC)
shall cause or permit any Person other than the Senior Security Trustee to have “control” (as
defined in Section 8-106, 9-104, 9-105, 9-106, or 9-107 of the UCC) of any “deposit account,”
“electronic chattel paper,” “investment property,” “securities account”,



27









 







“supporting obligations”
or “letter of credit right” (as such terms are defined in Article 8 or 9 of the UCC) in which it
has an interest.



     Section 2.17 Covenant Regarding Blocked Accounts. ILFC and any other Grantor in whose name
a Blocked Account is held shall enter into a Deposit Account Control Agreement or a pledge
agreement otherwise acceptable to the parties thereto, providing that “control” (as defined in
Section 9-104 of the UCC) of such Blocked Account is retained with the Security Trustees;
provided, however, that the Security Trustees shall not exercise such “control” (as
defined in Section 9-104 of the UCC), block withdrawals from or give instructions on the Blocked
Accounts unless an Event of Default has occurred and is continuing.



     Section 2.18 Operational Covenants.



     (a) Maintenance of Properties. Each Grantor shall, with respect to each Pool Aircraft Owned
by such Grantor that is not subject to a Lease, maintain such Pool Aircraft in a state of repair
and condition consistent with Leasing Company Practice with respect to similar aircraft.



     (b) Replacement of Parts; Alterations, Modifications and Additions; Substitutions of Engines.
Each Grantor shall, with respect to each Pool Aircraft that is not subject to an Eligible Lease,
cause (i) any Parts to be replaced and (ii) any alterations, modifications or additions to any such
Airframe or Engine to be performed, in each case, in a manner consistent with Leasing Company
Practice with respect to similar aircraft. Each Grantor shall, with respect to each Pool Aircraft
that is not subject to a Lease, not cause any Engines to be substituted in a manner inconsistent
with Leasing Company Practice.



     (c) Operation and Use. Each Grantor agrees that no Pool Aircraft will be maintained, used or
operated in violation of any law, rule or regulation (including airworthiness directives) of any
government or Governmental Authority having jurisdiction over such Pool Aircraft or in violation of
any airworthiness certificate, license or registration relating to such Pool Aircraft issued by any
such government, except for minor violations, and except to the extent any Grantor (or, if a Lease
is then in effect with respect to such Pool Aircraft, any Lessee of such Pool Aircraft) is
contesting in good faith the validity or application of any such law, rule or regulation in any
manner that does not involve any material risk of sale, forfeiture or loss of such Pool Aircraft or
any material risk of subjecting any Secured Party to criminal liability or materially impair the
Liens created by this Agreement; provided that the Grantors shall only be entitled to
contest mandatory grounding orders if they (or the applicable Lessee) do not operate such Pool
Aircraft during such contest. The Grantors will not operate any Pool Aircraft, or permit any Pool
Aircraft to be operated or located, (i) in any area excluded from coverage by any insurance
required by the terms of Section 2.19 and Schedule V of this Agreement or (ii) in any war zone or
recognized or threatened areas of hostilities unless covered by war risk insurance in accordance
with Section 2.19 and Schedule V of this Agreement, in either case unless indemnified by a
government authority as provided therein or unless located there due to an emergency or an event
outside the Lessee’s control, but only for so long as such emergency or event continues.



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     Notwithstanding the foregoing, no breach of this Section 2.18(c) shall be deemed to have
occurred by virtue of 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
requisition, seizure, or confiscation of the Pool Aircraft (other than seizure or confiscation
arising from a breach by the Grantors of this Section 2.18(c)) (each, a “Third Party
Event”); provided that (i) neither ILFC nor any other Grantor consents or has consented
to such Third Party Event; and (ii) ILFC or the Grantor which is the lessor or owner of such Pool
Aircraft promptly and diligently takes such commercially reasonable actions in accordance with
Leasing Company Practice in respect of such Third Party Event, including, as deemed appropriate
(taking into account, inter alia, the laws of the jurisdictions in which the Pool Aircraft are
located), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event
or seeking to repossess the relevant Pool Aircraft or Engine.



     (d) 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, NATIONAL ASSOCIATION, AS FIRST LIEN SECURITY TRUSTEE,
SECOND LIEN SECURITY TRUSTEE, THIRD LIEN SECURITY TRUSTEE AND FOURTH LIEN SECURITY TRUSTEE” (such
nameplate to be replaced, if necessary, with a nameplate reflecting the name of any successor
Security Trustee).



     (e) Registration. Each Grantor shall cause each Pool Aircraft to remain duly registered,
under the laws of a country or jurisdiction that is not a Prohibited Country or that is
the country in which such Pool Aircraft is registered as of the date hereof, in the name of the
relevant Grantor if so permitted under the applicable registry; provided that, unless such
Grantor provides the Security Trustee with local law mortgages and legal opinions concerning their
filing and effectiveness in form and substance reasonably acceptable to the Security Trustee, such
Grantor shall not register an Aircraft in a jurisdiction that is a party to the Geneva Convention
unless (i) such jurisdiction has Ratified the Cape Town Convention or (ii) such Grantor is
organized under the laws of Ireland and satisfies the provisions of Section 5.26(c) of the Credit
Agreement. Each Security Trustee agrees that it will cooperate with the relevant Grantor in
changing the state of registration of any Pool Aircraft, including the implementation of a trust to
achieve FAA registration, 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 the Transaction Documents.



     (f) Extension, Amendment or Replacement of Leases. Upon execution of any renewal, extension
or 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:



     (i) to the Senior Security Trustee, the Chattel Paper Original, if any, of such renewal,
extension or replacement Lease;



     (ii) to each Security Trustee, AIG Funding and the FRBNY, a notice of assignment
substantially in the form attached hereto as Exhibit F-1 (a “Lessee Notice”) and an



29









 





acknowledgement from the Lessee substantially in the form attached hereto as Exhibit F-2 (a
“Lessee Acknowledgment”), or such forms of such notices as may be pre-agreed in the
relevant Lease, addressed to, or for the benefit of, each Security Trustee with respect to such
Lease;



     (iii) to each Security Trustee, AIG Funding and the FRBNY, certificates of insurance from
qualified brokers of aircraft insurance (or other evidence satisfactory to each Security Trustee,
AIG Funding and the FRBNY), evidencing all insurance required to be maintained by the applicable
Lessee, together with the endorsements required pursuant to Section 2.19 and Schedule V of this
Agreement;



     (iv) to each Security Trustee, AIG Funding and the FRBNY, promptly and in any case within 15
days of the effectiveness of the leasing of such Pool Aircraft, a copy of such Lease, and an
amended and restated Schedule 3.19(b) to the Credit Agreement incorporating all information
required under such schedule with respect to such renewal, extension or replacement Lease; and



     (v) to each Security Trustee, with respect to any renewal, extension or replacement Lease,
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 2.19 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.



ARTICLE III

REMEDIES




     Section 3.01 Remedies. Notwithstanding anything herein or in any other Transaction
Document to the contrary, if any Event of Default shall have occurred and be continuing, and in
each case subject to the quiet enjoyment rights of the applicable Lessee of any Pool Aircraft:



     (a) The Senior 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 Senior 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
request of the Senior Security Trustee forthwith, assemble all or any part of the Collateral as
directed by the Senior Security Trustee and make it available to the Senior Security Trustee at a
place to be designated by the Senior Security Trustee that is reasonably convenient to both parties
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 Senior Security
Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such



30









 







other
terms as the Senior 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 Senior Security Trustee shall not be obligated to
make any sale of Collateral regardless of notice of sale having been given. The Senior 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 Senior 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 any Security Trustee in or towards satisfaction of the applicable Secured Obligations,
shall not preclude any 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 any Security Trustee and remaining after
payment in full of all the Secured Obligations owed to it
shall be paid over to the other Security Trustees in accordance with Section 3.02 hereof; and
(iii) the Senior 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 Senior Security
Trustee shall determine in its sole and absolute discretion, subject to any procedural requirements
prescribed by applicable laws.



     (c) All cash proceeds received by any 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 Trustees hereby agree that all cash
proceeds received by any Security Trustee in respect of any Collateral pursuant to Section 3.01
hereof and any payments by any Grantor to any Security Trustee following an Event of Default shall
be paid by each Security Trustee to the relevant Security Trustee in the order of priority set
forth below:



     (a) first, to the First Lien Security Trustee for the benefit of the First Lien Secured
Parties, until payment in full in cash of the First Lien Secured Obligations then outstanding;



     (b) second, to the Second Lien Security Trustee for the benefit of the Second Lien Secured
Parties (for further credit to the FRBNY Account), until payment in full in cash of the Second Lien
Secured Obligations then outstanding; provided that, in calculating the amount of Second
Lien Secured Obligations outstanding, amounts paid under clause “first” shall be



31









 







deducted therefrom
so that all amounts paid in respect of First Lien Secured Obligations shall be credited against
Second Lien Secured Obligations;



     (c) third, to the Third Lien Security Trustee for the benefit of the Third Lien Secured
Parties, until payment in full in cash of the Third Lien Secured Obligations then outstanding;



     (d) fourth, to the Fourth Lien Security Trustee for the benefit of the Fourth Lien Secured
Parties (for further credit to the FRBNY Account), until payment in full in cash of the Fourth Lien
Secured Obligations then outstanding; provided that, in calculating the amount of the
Fourth Lien Secured Obligations outstanding, amounts paid under clause “third” shall be deducted
therefrom so that all amounts paid in respect of Third Lien Secured Obligations shall be credited
against Fourth Lien Secured Obligations; and



     (e) fifth, all remaining amounts to the relevant Grantors or whomsoever may be lawfully
entitled to receive such amounts;


provided that the Security Trustees may at the instruction of the Secured Parties and
without consent of the Grantors amend the order of clauses (a) through (d) above, but may not amend
the
effect of the provisos in clauses (b) and (d) or clause (e) above without the consent of the
Grantors.




     For the avoidance of doubt, notwithstanding any other provision of the Transaction Documents,
in no event shall the Borrowers owe or be charged for or shall Collateral secure an amount in the
aggregate greater than the amount equal to the sum of the Second Lien Secured Obligations then
outstanding plus the Fourth Lien Secured Obligations then outstanding.



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 the Transaction Documents, all rights of the Security
Trustees and the security interests and Liens granted under, and all obligations of each Grantor
under, until the Secured Obligations then outstanding are paid in full, this Agreement and each
other Transaction Document shall be absolute and unconditional, irrespective of:



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



     (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



32









 







any consent
to any departure from any Transaction 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 TRUSTEES




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



     Section 5.01 Authorization and Action. (a) (i) Each First Lien Secured Party by its
acceptance of the benefits of this Agreement hereby appoints and authorizes Wells Fargo as the
initial First Lien Security Trustee; (ii) each Second Lien Secured Party by its acceptance of the
benefits of this Agreement hereby appoints and authorizes Wells Fargo as the initial Second Lien
Security Trustee; (iii) each Third Lien Secured Party by its acceptance of the benefits of this
Agreement hereby appoints and authorizes Wells Fargo as the initial Third Lien Security Trustee;
and (iv) each Fourth Lien Secured Party by its acceptance of the benefits of this Agreement hereby
appoints and authorizes Wells Fargo as the initial Fourth Lien Security Trustee, in each case to
take such action as trustee on behalf of the relevant Secured Parties and to exercise such powers
and discretion under this Agreement and the other relevant Transaction Documents as are
specifically delegated to the relevant Security Trustee by the terms of this Agreement and of the
relevant Transaction Documents, and no implied duties and covenants shall be deemed to arise
against any Security Trustee. For the avoidance of doubt, (1) each First Lien Secured Party by its
acceptance of the benefits of this Agreement hereby requests and instructs the First Lien 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 First Lien Secured Parties in respect of any Assigned
Lease; (2) each Second Lien Secured Party by its acceptance of the benefits of this Agreement
hereby requests and instructs the Second Lien 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 Second Lien Secured Parties in respect of any Assigned Lease;



33









 







(3) each Third Lien Secured
Party by its acceptance of the benefits of this Agreement hereby requests and instructs the Third
Lien 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 Third Lien Secured Parties in respect
of any Assigned Lease; and (4) each Fourth Lien Secured Party by its acceptance of the benefits of
this Agreement hereby requests and instructs the Fourth Lien 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 in respect of any
Assigned Lease.



     (b) Each 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. No Security Trustee in its individual capacity shall 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 no Security Trustee shall be liable for any
action or inaction of any Grantor or any other parties to any of the Transaction Documents.



     Section 5.02 Absence of Duties. The powers conferred on the Security Trustees under this
Agreement with respect to the Collateral are solely to protect their 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, no Security Trustee shall 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.
No Security Trustee shall 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.



     Section 5.03 Representations or Warranties. None of the Security Trustees make nor shall
any be deemed to have made any representations or warranties as to the validity, legality or
enforceability of this Agreement, any other Transaction Document 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
each 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 such
Security Trustee in its individual capacity, enforceable against such 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.



34









 





     Section 5.04 Reliance; Agents; Advice of Counsel. (a) No Security Trustee shall 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
Trustees may accept a copy of a resolution of the board or other governing body of any party to
this Agreement or any Transaction Document, 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 Trustees shall
be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully
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 Trustees for any action taken or omitted to be taken
by them in good faith in reliance thereon. Each 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) Each 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) Each 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 them under this Agreement in good faith and in accordance with such
advice or opinion of counsel.



     (d) Each Security Trustee shall be under no obligation to exercise any of the rights or
powers vested in them 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 relevant Security Trustee reasonable security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or thereby.



     (e) No Security Trustee shall 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
any Security Trustee to perform, or be responsible or liable for the manner of performance of, any
obligations of any Grantor under any of the Transaction Documents.



35









 





     (f) If any 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) No Security Trustee shall be charged with knowledge of an Event of Default unless such
Security Trustee obtains actual knowledge of such event or such Security Trustee receives written
notice of such event from any of the Secured Parties.



     (h) None of the Security Trustees shall have any duty to monitor the performance of any
Grantor or any other party to the Transaction Documents, nor shall any Security Trustee have any
liability in connection with the malfeasance or nonfeasance by such parties. None of the Security
Trustees shall have any liability in connection with compliance by any Grantor or any Lessee under
a Lease with statutory or regulatory requirements related to the Collateral, any
Pool Aircraft or any Lease. No Security Trustee shall 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 5.05 Cape Town Convention. Each 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 5.06 No Individual Liability. No Security Trustee shall 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 Transaction Documents, only to the
property of the Grantors (to the extent provided in the Transaction Documents) for payment or
satisfaction of the Secured Obligations pursuant to this Agreement and the other Transaction
Documents.



ARTICLE VI

SUCCESSOR SECURITY TRUSTEE




     Section 6.01 Resignation and Removal of a Security Trustee. Any Security Trustee may
resign at any time without cause by giving at least 30 days’ prior written notice to ILFC and, (i)
in the case of the First Lien Security Trustee, to the FRBNY, (ii) in the case of the Second Lien
Security Trustee, to the Lender, (iii) in the case of the Third Lien Security Trustee, to the FRBNY
and (iv) in the case of the Fourth Lien Security Trustee, to AIG Funding. The Lender may at any
time remove the Second Lien Security Trustee without cause by an instrument in writing delivered to
ILFC, the Second Lien Secured Parties and the Second Lien Security Trustee. The FRBNY may at any
time remove the First Lien Security Trustee or the Third Lien Security Trustee without cause by an
instrument in writing delivered to ILFC and, as applicable, the First Lien Secured Parties and the
First Lien Security Trustee or the Third Lien Secured Parties and the Third Lien Security Trustee.
AIG Funding may at any time remove the Fourth Lien Security Trustee without cause by an instrument
in writing delivered to ILFC, the



36









 







Fourth Lien Secured Parties and the Fourth Lien Security Trustee.
No resignation by or removal of any Security Trustee pursuant to this Section 6.01 shall become
effective prior to the date of appointment by the Lender 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 First Lien Security Trustee, the FRBNY, on behalf of the First Lien Secured Parties, shall
promptly appoint a successor First Lien Security Trustee. In the case of the resignation or
removal of the Second Lien Security Trustee, the
Lender, on behalf of the Second Lien Secured Parties, shall promptly appoint a successor Second
Lien Security Trustee. In the case of the resignation or removal of the Third Lien Security
Trustee, the FRBNY, on behalf of the Third Lien Secured Parties, shall promptly appoint a successor
Third Lien Security Trustee. 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 ILFC. In the case of the resignation or removal of the Fourth Lien Security Trustee,
AIG Funding, Inc., on behalf of the Fourth Lien Secured Parties, shall promptly appoint a successor
Fourth Lien Security Trustee. If a successor Security Trustee shall not have been appointed and
accepted its appointment hereunder within 60 days after the applicable Security Trustee gives
notice of resignation, the retiring Security Trustee or the relevant Secured Parties 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.



     (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, (i) in the case of a successor
First Lien Security Trustee, as the FRBNY may request, (ii) in the case of a successor Second Lien
Security Trustee, as the Lender may request, (iii) in the case of a successor Third Lien Security
Trustee, as the FRBNY may request and (iv) in the case of a successor Fourth Lien Security Trustee,
as AIG Funding, Inc. may request, in each case, 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 other Transaction Documents. 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 ILFC;
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) Each Security Trustee shall be an Eligible Institution, if there be such an institution
willing, able and legally qualified to perform the duties of a Security Trustee



37









 







hereunder and
unless such institution is an Affiliate of a Secured Party or an Event of Default has occurred and
is continuing, reasonably acceptable to the Grantors.



     (d) Any corporation into which any 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 such Security Trustee shall be a party, or any corporation to which substantially all the
business of such Security Trustee may be transferred, shall be such Security Trustee under this
Agreement without further act.



ARTICLE VII

AGREEMENT BETWEEN SECURED PARTIES




     Section 7.01 Subordination and Priority. (a) Notwithstanding the date, manner or order of
attachment or perfection (if any) or the description of any Collateral or security interests,
Liens, claims or encumbrances covered or granted by Section 2.01, each Subordinated Security
Trustee agrees that the respective rights and interest of the Subordinated Secured Parties in the
Collateral are and shall be subordinate, to the extent and in the manner hereinafter set forth, to
all rights and interest of the Senior Secured Parties in the Collateral, and that the Senior
Secured Parties shall have at all times interests prior and senior to that of the Subordinated
Secured Parties in all Collateral until the payment in full in cash of all Secured Obligations owed
to such Senior Secured Parties.



     (b) For the purposes of this Agreement, no Secured Obligations shall be deemed to have been
paid in full until and unless the Security Trustee in respect of such Secured Obligations shall
have received payment in full in cash of such Secured Obligations.



     Section 7.02 Exercise of Remedies. (a) Until the date on which all the Secured
Obligations owed to the Senior Secured Parties shall have been paid in full, the Senior Security
Trustee, in its sole discretion and to the exclusion of the Subordinated Security Trustees, shall
have, whether or not any Event of Default shall have occurred and be continuing and both before and
after the commencement of any proceeding referred to in Section 7.03(a), the sole and exclusive
right (as between the Senior Security Trustee, on the one hand, and the Subordinated Security
Trustees, on the other) to take all action with respect to the Collateral, including the right to
exercise or direct voting or other consensual rights, to foreclose or forebear from foreclosure in
respect of the Collateral and to accept the Collateral in full or partial satisfaction of any
Secured Obligation owed to the Senior Secured Parties, all in accordance with the terms of this
Agreement. The Subordinated Secured Parties agree that, until the Secured Obligations owed to the
Senior Secured Parties have been paid in full, the only right of the Subordinated Secured Parties
under this Agreement is for the Secured Obligations owed to such Subordinated Secured Parties to be
secured by the Collateral for the period and to the extent provided for herein and to receive a
share of the proceeds of the Collateral, if any.



     (b) The Subordinated Secured Parties agree that, so long as any of the Secured Obligations
owed to the Senior Secured Parties shall remain unpaid, none of the Subordinated Secured Parties
will commence, or join with any creditor other than the Senior Security Trustee



38









 







and the Senior
Secured Parties in commencing, any enforcement, collection, execution, levy or foreclosure
proceeding with respect to the Collateral or proceeds of Collateral. Upon request by the Senior
Security Trustee, the Subordinated Secured Parties will, at the expense of the relevant Grantors,
join in enforcement, collection, execution, levy or foreclosure proceedings and otherwise cooperate
fully in the maintenance of such proceedings by the Senior Security Trustee, including by executing
and delivering all such consents, pleadings, releases and other documents and instruments as the
Senior Security Trustee may reasonably request in connection therewith,
it being understood that the conduct of such proceedings shall at all times be under the
exclusive control of the Senior Security Trustee.



     (c) The Subordinated Secured Parties agree, upon written request by the Senior Security
Trustee, to release the Liens and security interests in favor of the Subordinated Secured Parties
in any Collateral and to execute and deliver all such directions, consents, pleadings, releases and
other documents and instruments as the Senior Security Trustee may reasonably request in connection
therewith, upon any sale, lease, transfer or other disposition of such Collateral or part thereof
in accordance with, or for application of proceeds pursuant to, Sections 3.02 and 7.01(a).



     (d) The Subordinated Secured Parties agree that none of the Subordinated Secured Parties will
contest, or bring (or join in) any action or proceeding for the purpose of contesting, the
validity, perfection or priority of, or seeking to avoid, the rights of the other Secured Parties
(including the Senior Secured Parties) in or with respect to the Collateral.



     Section 7.03 Further Agreements of Subordination. The Subordinated Security Trustees agree
during the occurrence and continuance of an Event of Default as follows:



     (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to
creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement,
reorganization, adjustment, protection, relief, or composition of such Grantor or its debts,
whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership,
relief or similar proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any
kind of Collateral or proceeds of Collateral that otherwise would be deliverable to the
Subordinated Security Trustees or the other Subordinated Secured Parties shall be delivered
directly to the Senior Security Trustee for application (in the case of cash) to or as collateral
(in the case of non-cash property or securities) for the payment or prepayment of the Secured
Obligations owed to the Senior Secured Parties until such Secured Obligations shall have been paid
in full in accordance with Section 3.02.



     (b) If any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor,



     (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own
name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to
demand, sue for, collect and receive every distribution referred to in subsection (a) above and
give acquittance therefor and to file claims and proofs of claim and take such other



39









 







action
(including enforcing this Agreement) as it may deem necessary for the exercise or enforcement of
any of the rights or interests of the Senior Secured Parties hereunder; and



     (ii) the Subordinated Security Trustees shall duly and promptly take such action, at the
expense of the relevant Grantors, as the Senior Security Trustee may request (A) to collect
Collateral and proceeds of Collateral for the account of the Senior Secured Parties and to file
appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B)
to execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or
other instruments as the Senior Security Trustee may request in order to enable it to enforce any
and all claims with respect to the Collateral and proceeds of Collateral and (C) to collect and
receive any and all payments or distributions that may be payable or deliverable upon or with
respect to the Collateral or proceeds of Collateral. Without limiting the generality of any of the
foregoing, if any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor,
the Subordinated Secured Parties shall, upon written demand from the Senior Security Trustee, file
such claims in such proceeding as the Senior Security Trustee shall request in such written demand
or any subsequent written demand provided in connection therewith; provided,
however, that should one or more Subordinated Secured Parties fail to comply fully with any
such demand within thirty (30) days of receipt by such Subordinated Secured Party of the relevant
demand, such Subordinated Secured Party Creditor shall be deemed to have irrevocably appointed the
Senior Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of
any proceeds of such filing or prosecution in accordance with the terms hereof and of the other
Transaction Documents.



     (c) All payments or distributions upon or with respect to the Collateral or proceeds of
Collateral that are received by the Subordinated Security Trustees or the other Subordinated
Secured Parties contrary to the provisions of this Agreement shall be received for the benefit of
the Senior Secured Parties, shall be segregated from other funds and property held by the
Subordinated Security Trustees or the other Subordinated Secured Parties and shall be forthwith
paid over to the Senior Security Trustee in the same form as so received (with any necessary
endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash
property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior
Secured Parties in accordance with the terms thereof.



     (d) The Senior Security Trustee is hereby authorized to demand specific performance of this
Agreement at any time when any of the Subordinated Security Trustees or the other Subordinated
Secured Parties shall have failed to comply with any of the provisions of this Agreement applicable
to them. The Subordinated Security Trustees hereby irrevocably waive, on their own behalf and on
behalf of the Subordinated Secured Parties, any defense based on the adequacy of a remedy at law
that might be asserted as a bar to such remedy of specific performance.



     Section 7.04 Rights of Subrogation. The Subordinated Secured Parties agree that no payment
or distributions to the Senior Secured Parties pursuant to the provisions of this Agreement shall
entitle any Subordinated Secured Party to exercise any rights of subrogation in respect thereof
until all Secured Obligations owed to the Senior Secured Parties shall have been paid in full.



40









 





     Section 7.05 Further Assurances of Subordinated Security Trustees. Each of the
Subordinated Security Trustees shall, at the expense of the relevant Grantors, at any time and from
time to time promptly execute and deliver all further instruments and documents, and take all
further action, that the Senior Security Trustee may reasonably request,
in order to protect any right or interest granted or purported to be granted hereby or to enable
the Senior Security Trustee to exercise and enforce its rights and remedies hereunder.



     Section 7.06 No Change in Rights in Collateral. The Subordinated Security Trustees and the
other Subordinated Secured Parties will not sell, assign, pledge, encumber or otherwise dispose of
any of their rights in the Collateral as such or in proceeds of Collateral as such, without the
prior written consent of the Senior Security Trustee. Nothing in this Section 7.06 shall limit the
right of any Subordinated Secured Party to transfer any Secured Obligation owed to it.



     Section 7.07 Waiver of Marshalling and Similar Rights. Each of the Subordinated Security
Trustees waives, on its own behalf and on behalf of the Subordinated Secured Parties, to the
fullest extent permitted by applicable law, any requirement regarding, and agrees not to demand,
request, plead or otherwise claim the benefit of, any marshalling, appraisement, valuation or other
similar right with respect to the Collateral that may otherwise be available under applicable law
or any other similar rights a junior creditor or junior secured creditor may have under applicable
law.



     Section 7.08 Enforcement. Each of the Subordinated Secured Parties agrees that this
Agreement shall be enforceable against it and the Subordinated Secured Parties under all
circumstances, including in any proceeding referred to in Section 7.03(a).



     Section 7.09 Obligations Not Affected. All rights and interests of the Senior Security
Trustee and the other Senior Secured Parties hereunder, and all agreements and obligations of the
Subordinated Security Trustees and the other Subordinated Secured Parties under this Agreement and
any other Transaction Document, shall remain in full force and effect irrespective of:



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



     (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 any Transaction Document, Assigned Agreement 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;



41









 





     (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, the Subordinated Security Trustees, the Subordinated Secured Parties, a subordinated
creditor or a secured subordinated creditor or a Person deemed to be a surety.


This Agreement shall continue to be effective or shall be revived or reinstated, as the case may
be, if at any time any payment of any of the Secured Obligations owed to any Senior Secured Party
is rescinded or must otherwise be returned by any Senior Secured Party upon the insolvency,
bankruptcy or reorganization of any Grantor, or otherwise, all as though such payment had not been
made.




     Section 7.10 Waiver. The Subordinated Security Trustees hereby waive, on their own behalf
and on behalf of the Subordinated Secured Parties, to the fullest extent permitted by law, any
right under Section 9-615 of the N.Y. Uniform Commercial Code to application of the proceeds of
disposition (other than as contemplated by this Agreement), any right to notice and objection under
Section 9-620 of the N.Y. Uniform Commercial Code and promptness, diligence, notice of acceptance
and any other notice with respect to any of the Secured Obligations and this Agreement and any
requirement that the Senior Security Trustee protect, secure, perfect or insure any security
interest or lien hereunder or otherwise or any Collateral or any other property subject thereto or
exhaust any right or take any action against the Grantors or any other person or entity or any
Collateral or any other collateral.



     Section 7.11 Secured Obligations Unimpaired. Nothing in this Agreement shall impair (a) as
between the Grantors and any Secured Party, the obligations of the Grantors to such Secured Party,
including the Secured Obligations or (b) as between the Senior Secured Parties and the Subordinated
Secured Parties, the provisions relating to the priority of payments in Section 3.02; provided that
it is understood that the enforcement of rights and remedies against the Collateral shall be
subject to the terms of this Agreement.



     Section 7.12 Upon Discharge of Obligations. Upon the payment in full in cash of the
Secured Obligations in respect of which it is acting as Security Trustee, the Senior Security
Trustee shall, without any further action on its part, be relieved of any obligation under this
Agreement with respect to such discharged Secured Obligations and this Agreement shall continue in
effect as an agreement among the Grantors and the remaining Security Trustees. Upon the payment in
full in cash of the First Lien Secured Obligations, the Second Lien Secured Obligations and the
Third Lien Secured Obligations, this Article VII shall cease to be of any effect except for this
Section 7.12.



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ARTICLE VIII

INDEMNITY AND EXPENSES




     Section 8.01 Indemnity. (a) Each of the Grantors shall indemnify, defend and hold
harmless each 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 and hold it harmless against, any loss, liability or reasonable expense incurred without
negligence or bad faith on its part. Each 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 indemnity against any loss or liability incurred by any Security Trustee
through negligence or bad faith.



     Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the
defense of the claim including, without limitation, designating counsel for the relevant 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 relevant
Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall
have the right to approve the counsel designated by such Grantor which consent shall not be
unreasonably withheld.



     (b) Each Grantor shall within ten (10) Business Days after demand pay to each 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 such Security Trustee may incur in connection
with (i) the administration of this Agreement (in accordance with fee arrangements agreed between
such Security Trustee and ILFC), (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 such 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 8.02 Secured Parties’ Indemnity. (a) The First Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by the
FRBNY to the sole satisfaction of the First Lien Security Trustee before proceeding to exercise any
right or power under this Agreement at the request or direction of the FRBNY.



43









 





     (b) The Second Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by the
Lender to the sole satisfaction of the Second Lien Security Trustee before proceeding to exercise
any right or power under this Agreement at the request or direction of the Lender.



     (c) The Third Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by the
FRBNY to the sole satisfaction of the Third Lien Security Trustee before proceeding to exercise any
right or power under this Agreement at the request or direction of the FRBNY.



     (d) The Fourth Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by AIG
Funding, Inc. to the sole satisfaction of the Fourth Lien Security Trustee before proceeding to
exercise any right or power under this Agreement at the request or direction of AIG Funding.



     (e) In order to recover under clauses (a), (b), (c) or (d) above, the relevant Security
Trustee: (i) must provide reasonably prompt notice to the FRBNY or AIG Funding, as applicable, 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 FRBNY or AIG Funding, as applicable, which consent
shall not be unreasonably withheld.



     The FRBNY or AIG Funding, as applicable, may, in its sole discretion, and at its expense,
control the defense of the claim including, without limitation, designating counsel for the
relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements,
compromises and appeals of any claim; provided that (i) the FRBNY or AIG Funding, as
applicable, 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 FRBNY or AIG
Funding, as applicable, shall engage and pay the expenses of separate counsel for the indemnified
person to the extent that the interests of the relevant Security Trustee are in conflict with those
of the FRBNY or AIG Funding, as applicable, and (iii) the indemnified person shall have the right
to approve the counsel designated by the FRBNY or AIG Funding, as applicable, which consent shall
not be unreasonably withheld.



     (f) The provisions of Section 8.01 and this Section 8.02 shall survive the termination of
this Agreement or the earlier resignation or removal of any Security Trustee.



     Section 8.03 No Compensation from Secured Parties. Each 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 8.04 Security Trustee Fees. In consideration of each Security Trustee’s
performance of the services provided for under this Agreement, the Grantors shall pay to such



44









 





Security Trustee an annual fee set forth under a separate agreement between ILFC and such Security
Trustee and shall reimburse Security Trustee for expenses incurred including those associated with
the International Registry.



ARTICLE IX

MISCELLANEOUS




     Section 9.01 Amendments; Waivers; Etc. (a) No amendment or waiver of any provision of
this Agreement, and no consent to any departure by any party from the provisions of this Agreement,
shall in any event be effective unless the same shall be in writing and signed by AIG Funding, the
FRBNY and each party hereto. No failure on the part of any 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. Each 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
Trustees 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 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 Trustees 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.



     Section 9.02 Addresses for Notices. All notices and other communications provided for
hereunder shall be in writing (including telecopier) and telecopied 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




45









 







For the First Lien Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630



For the Second Lien Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630



For the Third Lien Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630



For the Fourth Lien Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630




46









 







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 transmission with a
confirmation of receipt.




     Section 9.03 No Waiver; Remedies. No failure on the part of any 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 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 earlier of the payment in full in cash of the Secured Obligations
then outstanding to the Secured Parties, (b) be binding upon each Grantor, its successors and
assigns and (c) inure, together with the rights and remedies of each Security Trustee hereunder, to
the benefit of the Secured Parties and their respective successors, permitted transferees and
permitted assigns. Without limiting the generality of the foregoing subsection (c), any Secured
Party may assign or otherwise transfer all or any portion of its rights and obligations under any
Transaction Document to which it is a party in accordance with the terms thereof to any other
permitted Person or entity, and such other permitted Person or entity shall thereupon become vested
with all the rights in respect thereof granted to such Secured Party herein or otherwise.



     Section 9.06 Release and Termination. (a) Upon any sale, lease, transfer or other
disposition or removal from the Designated Pool of any item of Collateral in accordance with the
terms of the Transaction Documents, such item of Collateral will be deemed released from the Lien
hereof, and each Security Trustee will, at such
Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as
such Grantor shall reasonably request and provide to such Security Trustee to evidence the release
of such item of Collateral from the assignment and security interest granted hereby, and to the
extent that (A) any 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) any Security
Trustee is required to initiate any such deregistration, the relevant Security Trustee shall ensure
that such consent or such initiation of such deregistration is effected.



     Any amounts withdrawn by a Grantor from a Blocked Account in accordance with the terms of the
Transaction Documents shall be deemed released from the Lien hereof.



     (b) Upon the payment in full in cash of the First Lien Secured Obligations then outstanding,
the pledge, assignment and security interest granted by Section 2.01(A) hereof shall



47









 







terminate, the
First Lien Security Trustee shall cease to be a party to this agreement, and all provisions of this
Agreement (except for this Section 9.06(b)) relating to the First Lien Secured Obligations, the
First Lien Secured Parties or the First Lien Security Trustee shall cease to be of any effect
insofar as they relate to the First Lien Secured Obligations, the First Lien Secured Parties or the
First Lien Security Trustee. Upon any such termination, the First Lien 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) Upon the payment in full in cash of the Second Lien Secured Obligations then outstanding,
the pledge, assignment and security interest granted by Section 2.01(B) hereof shall terminate, the
Second Lien Security Trustee shall cease to be a party to this agreement, and all provisions of
this Agreement (except for this Section 9.06(c)) relating to the Second Lien Secured Obligations,
the Second Lien Secured Parties or the Second Lien Security Trustee shall cease to be of any effect
insofar as they relate to the Second Lien Secured Obligations, the Second Lien Secured Parties or
the Second Lien Security Trustee. Upon any such termination, the Second Lien 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.



     (d) Upon the payment in full in cash of the Third Lien Secured Obligations then outstanding,
the pledge, assignment and security interest granted by Section 2.01(C) hereof shall terminate, the
Third Lien Security Trustee shall cease to be a party to this agreement, and all provisions of this
Agreement (except for this Section 9.06(d)) relating to the Third Lien Secured Obligations, the
Third Lien Secured Parties or the Third Lien Security Trustee shall cease to be of any effect
insofar as they relate to the Third Lien Secured Obligations, the Third Lien Secured Parties or the
Third Lien Security Trustee. Upon any such termination, the Third Lien 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.



     (e) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge,
assignment and security interest granted hereby shall terminate and all rights to the Collateral
shall revert to the Grantors; provided that if a Pool Aircraft or a Grantor that holds
title to a Pool Aircraft is sold or otherwise disposed of in accordance with the terms of the
Transaction Documents and the requisite proceeds in connection with such sale or disposition
and any other Collateral held by such Grantor have been received by the Security Trustees in
accordance with the Transaction Documents, the Lien of this Agreement over such Grantor shall be
deemed released. Upon any such termination, each 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.



     (f) With respect to Section 9.05 and clauses (b), (c), (d) and (e) above, for the avoidance
of doubt, notwithstanding any other provision of the Transaction Documents, in no event shall the
Borrowers owe or be charged for, or shall Collateral secure an amount in the aggregate greater
than, the amount equal to the sum of the Second Lien Secured Obligations then outstanding plus the
Fourth Lien Secured Obligations then outstanding.



48









 





     (g) If, prior to the termination of this Agreement, any Senior Security Trustee ceases to be
the Senior Security Trustee in accordance with the definition of “Senior Security Trustee” in
Section 1.01, all certificates, instruments or other documents being held by such Senior Security
Trustee at such time shall, within five (5) Business Days from the date on which it ceases to be
the Senior Security Trustee, be delivered to the Security Trustee which shall at such time be the
Senior Security Trustee.



     (h) Subject to Section 2.13 of the Credit Agreement, upon the occurrence of the Loan
Restructuring Date, all pledges, assignments, security interests and other Liens granted by ILFC
under this Agreement shall terminate, all rights of ILFC with respect to the Collateral shall
revert to ILFC and ILFC shall have no further obligations under this Agreement (except pursuant to
the guaranty contemplated by Section 2.13 of the Credit Agreement). Upon any such termination,
each Security Trustee will, at the expense of ILFC execute and deliver to it such documents as ILFC
shall prepare and reasonably request to evidence such termination. For the avoidance of doubt, in
no event shall this Section 9.06(h) release any Grantor (other than ILFC) from its respective
pledge, assignment and security interest granted by such Grantor (other than ILFC) under this
Agreement and the rights of each of the Secured Parties in respect of each of such Grantors (other
than ILFC) and the related Collateral shall remain in full force and effect and are hereby ratified
and confirmed.



     (i) Subject to Section 2.14 of the Credit Agreement, upon the occurrence of an Initial
Intermediate Lessee Release Date, all pledges, assignments, security interests and other Liens
granted by the applicable Initial Intermediate Lessee under this Agreement shall terminate, all
rights of such Initial Intermediate Lessee with respect to the Collateral shall revert to such
Initial Intermediate Lessee, as the case may be, and such Initial Intermediate Lessee shall have no
further obligations under this Agreement. Upon any such termination, each Security Trustee will,
at the expense of such Initial Intermediate Lessee, execute and deliver to it such documents as
such Initial Intermediate Lessee shall prepare and reasonably request to evidence such termination.
For the avoidance of doubt, in no event shall this Section 9.06(i) release any Grantor (other than
such Initial Intermediate Lessee) from its respective pledge, assignment and security interest
granted by such Grantor (other than such Initial Intermediate Lessee) under this Agreement and the
rights of each of the Secured Parties in respect of each of such Grantors
(other than such Initial Intermediate Lessee) and the related Collateral shall remain in full
force and effect and are hereby ratified and confirmed.



     (j) Notwithstanding anything to the contrary contained herein, on the Required Perfection
Date, all Supplemental Pool Aircraft shall cease to be Pool Aircraft hereunder and under any other
Transaction Document; provided that Supplemental Pool Aircraft shall not cease to be Pool
Aircraft to the extent that, as of the Required Perfection Date, either before or after giving pro
forma effect to the cessation of such Supplemental Pool Aircraft as Pool Aircraft hereunder and
under the other Transaction Documents, an Event of Default shall have occurred and be continuing.
Once the Supplemental Pool Aircraft cease to be Pool Aircraft hereunder, each Security Trustee’s
security interest in, and Lien on, the Supplemental Pool Aircraft (and any other Aircraft Assets
directly related to the Supplemental Pool Aircraft) shall be automatically released. The Security
Trustees shall promptly execute and deliver to the Parent Borrower, at the Parent Borrower’s
expense, all documents that the Parent Borrower shall reasonably request to



49









 







evidence their release
of the security interests in, and Liens on, the Supplemental Pool Aircraft (and any other Aircraft
Assets directly related to the Supplemental Pool Aircraft).



     Section 9.07 Currency Conversion. If any amount is received or recovered by any 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 such 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
Currency which such 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 such 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 such Security Trustee for the benefit of the Secured Parties such amount as it shall
determine to be necessary to indemnify such 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 such 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 Loan 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 Lender Party or the FRBNY may otherwise have to bring any action or proceeding relating to
this Agreement or the other Loan Documents against any Borrower Party 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



50









 







laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan 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.



     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
other Loan Documents 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 Lender
shall received counterparts hereof that, when taken together, bear the signatures of each of the
other 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 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 the Transaction Documents, each Security Trustee
agrees that, so long as no Event of Default shall have occurred and be continuing, 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 of the Pool Aircraft 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 the Transaction Documents, each Security Trustee
agrees that, so long as no “Event of Default” (or similar term) under a Lease (as defined in such
Lease) shall have occurred and be continuing, 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



51









 







Aircraft to the
repair of the Pool Aircraft and the right to engage in pooling, leasing and similar actions, in
each case in accordance with the terms of such Lease.



     (c) Each 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 sale
or other instrument evidencing the transfer of title of a replacement engine to a Grantor, or (iii)
upon the total loss payment or Loan repayment being received (or replacement aircraft being
provided) in a case where the airframe, but not such engine, was the subject of a total loss;
provided that, for the avoidance of doubt, no Security Trustee shall 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 a total loss or otherwise removed from the Designated Pool. Such
Borrower shall at the request of the Security Trustee execute a supplement to the Mortgage to
evidence that any such replacement engine has become subject to the Lien of the Mortgage and the
Security Trustee shall, at the request of such Borrower, execute a supplement to the Mortgage to
evidence the release of the applicable engine from the Lien of the Security Trustee.



     (d) The Lender and each Security Trustee agrees that it will not claim, and upon the request
of any Borrower each 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, 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, each Security Trustee agrees that a Borrower or 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) Each Security Trustee agrees to, and is hereby directed by the Required Persons to,
notwithstanding the occurrence or existence of an Event of Default and/or the delivery of a Notice
of Exclusive Control (as defined in the Controls Agreements), take such action as may be reasonably
requested by ILFC to release funds held in the Collection Accounts to the extent of any obligation
of the applicable lessor to repay any Security Deposit to a lessee and/or reimburse a lessee in
respect of Maintenance Rent in accordance with the terms of any Lease.



     Section 9.13 Limited Recourse. (a) In the event that the direct or indirect
assets
of the Grantors 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 in respect of
any such unpaid amounts.



52









 





     (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
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 the French Initial
Intermediate Lessee under this Agreement and the other Transaction Documents shall, for each
relevant financial year, be, in any and all cases, strictly limited to 90% of the annual net margin
generated by the French Initial Intermediate Lessee in connection with back-to-back leasing
activities between it and the Parent Borrower with respect to the lease of Pool Aircraft



[The Remainder of this Page is Intentionally Left Blank]




53









 





     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

Name:
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TOP AIRCRAFT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SIGNED SEALED AND DELIVERED	 	 
	 	 	By SHREWSBURY AIRCRAFT LEASING LIMITED	 	 
	 	 	By its duly appointed attorney	 	 
	 
	 	 	 	 	 	 
	 	 	In the presence of:	 	 
	 
	 	 	 	 	 	 
	 	 	Witness Signature:	 	 
	 	 	Witness Name:	 	 
	 	 	Witness Address:	 	 
	 	 	Witness Occupation:	 	 
	 
	 	 	 	 	 	 
	 	 	STATES AIRCRAFT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 






54









 






	 	 	 	 	 	 	 
	 	 	SIGNED SEALED AND DELIVERED	 	 
	 	 	By ILFC IRELAND LIMITED	 	 
	 	 	By its duly appointed attorney	 	 
	 
	 	 	 	 	 	 
	 	 	In the presence of:	 	 
	 
	 	 	 	 	 	 
	 	 	Witness Signature:	 	 
	 	 	Witness Name:	 	 
	 	 	Witness Address:	 	 
	 	 	Witness Occupation:	 	 
	 
	 	 	 	 	 	 
	 	 	ILFC FRANCE S.A.R.L.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ILFC LABUAN LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in
its individual capacity but solely as the First Lien
Security Trustee, the Second Lien Security Trustee, the
Third Lien Security Trustee and the Fourth Lien Security
Trustee
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FEDERAL RESERVE BANK OF NEW YORK	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Name:
	 	 
 

	 	 
	 

	 	Title:	 	 	 	 







55











 





SCHEDULE I

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	751
	 	Airbus A330-200
	 	41387, 41388
	 	Rolls-Royce TRENT
772B-60
	807
	 	Airbus A330-200
	 	41425, 41426
	 	Rolls-Royce TRENT
772B-60
	906
	 	Airbus A330-200
	 	41514, 41515
	 	Rolls-Royce TRENT
772B-60
	1917
	 	Airbus A320-200
	 	V11389, V11391
	 	IAE V2527-A5
	2149
	 	Airbus A320-200
	 	V11601, V11609
	 	IAE V2527-A5
	2158
	 	Airbus A320-200
	 	575738, 575739
	 	CFM56-5B4/P
	2166
	 	Airbus A320-200
	 	575761, 575762
	 	CFM56-5B4/P
	2171
	 	Airbus A320-200
	 	575770, 575771
	 	CFM56-5B4/P
	2182
	 	Airbus A320-200
	 	575784, 575785
	 	CFM56-5B4/P
	2191
	 	Airbus A320-200
	 	575796, 575797
	 	CFM56-5B4/P
	2193
	 	Airbus A320-200
	 	V11658, V11662
	 	IAE V2527-A5
	2199
	 	Airbus A320-200
	 	575803, 575804
	 	CFM56-5B4/P
	2206
	 	Airbus A320-200
	 	575812, 575813
	 	CFM56-5B4/P
	2278
	 	Airbus A320-200
	 	575899, 577106
	 	CFM56-5B4/P
	2349
	 	Airbus A320-200
	 	577165, 577166
	 	CFM56-5B4/P
	2371
	 	Airbus A319-100
	 	V11835, V11836
	 	IAE V2524-A5
	2396
	 	Airbus A319-100
	 	V11860, V11862
	 	IAE V2524-A5
	2406
	 	Airbus A319-100
	 	577206, 577210
	 	CFM56-5B5/P
	2408
	 	Airbus A319-100
	 	V11865, V11866
	 	IAE V2524-A5
	2422
	 	Airbus A320-200
	 	V11903, V11916
	 	IAE V2527-A5
	2424
	 	Airbus A319-100
	 	V11886, V11888
	 	IAE V2524-A5
	2426
	 	Airbus A319-100
	 	V11890, V11892
	 	IAE V2524-A5
	2430
	 	Airbus A320-200
	 	V11919, V11922
	 	IAE V2527-A5
	2433
	 	Airbus A319-100
	 	V11893, V11896
	 	IAE V2524-A5
	2435
	 	Airbus A319-100
	 	V11895, V11902
	 	IAE V2524-A5
	2448
	 	Airbus A319-100
	 	577242, 577248
	 	CFM56-5B5/P
	2458
	 	Airbus A319-100
	 	V11927, V11930
	 	IAE V2524-A5






 









 






	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	2470
	 	Airbus A319-100
	 	V11942, V11946
	 	IAE V2524-A5
	2473
	 	Airbus A319-100
	 	V11950, V11963
	 	IAE V2524-A5
	2476
	 	Airbus A321-200
	 	V11929, V11931
	 	IAE V2533-A5
	2485
	 	Airbus A319-100
	 	V11952, V11965
	 	IAE V2524-A5
	2490
	 	Airbus A319-100
	 	V11960, V11971
	 	IAE V2524-A5
	2505
	 	Airbus A319-100
	 	V11989, V11991
	 	IAE V2524-A5
	2542
	 	Airbus A320-200
	 	577371, 577372
	 	CFM56-5B4/P
	2574
	 	Airbus A319-100
	 	V12063, V12067
	 	IAE V2524-A5
	2579
	 	Airbus A319-100
	 	V12054, V12056
	 	IAE V2524-A5
	2590
	 	Airbus A321-200
	 	V12070, V12072
	 	IAE V2533-A5
	2667
	 	Airbus A319-100
	 	V12161, V12163
	 	IAE V2524-A5
	2673
	 	Airbus A319-100
	 	V12204, V12239
	 	IAE V2524-A5
	2679
	 	Airbus A319-100
	 	V12199, V12207
	 	IAE V2524-A5
	2698
	 	Airbus A319-100
	 	V12196, V12205
	 	IAE V2524-A5
	2704
	 	Airbus A319-100
	 	V12230, V12232
	 	IAE V2524-A5
	2708
	 	Airbus A320-200
	 	577506, 577507
	 	CFM56-5B4/P
	2711
	 	Airbus A319-100
	 	V12218, V12225
	 	IAE V2524-A5
	2723
	 	Airbus A319-100
	 	V12244, V12246
	 	IAE V2524-A5
	2731
	 	Airbus A320-200
	 	V12223, V12227
	 	IAE V2527-A5
	2741
	 	Airbus A321-200
	 	V12273, V12275
	 	IAE V2533-A5
	2743
	 	Airbus A320-200
	 	577543, 577544
	 	CFM56-5B4/P
	2759
	 	Airbus A321-200
	 	V12291, V12293
	 	IAE V2533-A5
	2767
	 	Airbus A321-200
	 	V12302, V12304
	 	IAE V2533-A5
	2770
	 	Airbus A320-200
	 	577587, 577590
	 	CFM56-5B4/P
	2809
	 	Airbus A321-200
	 	V12323, V12325
	 	IAE V2533-A5
	2815
	 	Airbus A319-100
	 	V12310, V12320
	 	IAE V2524-A5
	2899
	 	Airbus A320-200
	 	577752, 577753
	 	CFM56-5B4/P
	2901
	 	Airbus A319-100
	 	V12403, V12405
	 	IAE V2524-A5
	2922
	 	Airbus A320-200
	 	V12408, V12410
	 	IAE V2527-A5
	2936
	 	Airbus A321-200
	 	V12418, V12430
	 	IAE V2533-A5
	2940
	 	Airbus A319-100
	 	V12444, V12453
	 	IAE V2524-A5






 









 






	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	2948
	 	Airbus A319-100
	 	V12450, V12485
	 	IAE V2524-A5
	2969
	 	Airbus A319-100
	 	V12452, V12469
	 	IAE V2524-A5
	2978
	 	Airbus A319-100
	 	V12474, V12478
	 	IAE V2524-A5
	2983
	 	Airbus A319-100
	 	V12482, V12484
	 	IAE V2524-A5
	3007
	 	Airbus A319-100
	 	V12458, V12496
	 	IAE V2524-A5
	3012
	 	Airbus A320-200
	 	V12480, V12489
	 	IAE V2527-A5
	3017
	 	Airbus A319-100
	 	V12506, V12512
	 	IAE V2524-A5
	3020
	 	Airbus A319-100
	 	V12527, V12531
	 	IAE V2524-A5
	3026
	 	Airbus A319-100
	 	V12518, V12537
	 	IAE V2524-A5
	3067
	 	Airbus A321-200
	 	V12542, V12548
	 	IAE V2533-A5
	3075
	 	Airbus A321-200
	 	V12558, V12560
	 	IAE V2533-A5
	3089
	 	Airbus A320-200
	 	V12567, V12569
	 	IAE V2527-A5
	3105
	 	Airbus A320-200
	 	V12573, V12575
	 	IAE V2527-A5
	3112
	 	Airbus A321-200
	 	V12593, V12609
	 	IAE V2533-A5
	3114
	 	Airbus A319-100
	 	V12588, V12595
	 	IAE V2527M-A5
	3116
	 	Airbus A319-100
	 	V12583, V12590
	 	IAE V2527M-A5
	3120
	 	Airbus A321-200
	 	V12601, V12603
	 	IAE V2533-A5
	3123
	 	Airbus A320-200
	 	697250, 697251
	 	CFM56-5B4/P
	3124
	 	Airbus A319-100
	 	V12600, V12630
	 	IAE V2527M-A5
	3129
	 	Airbus A320-200
	 	697254, 697256
	 	CFM56-5B4/P
	3131
	 	Airbus A320-200
	 	697246, 697265
	 	CFM56-5B4/P
	3144
	 	Airbus A319-100
	 	V12626, V12628
	 	IAE V2524-A5
	3153
	 	Airbus A320-200
	 	697294, 697296
	 	CFM56-5B4/P
	3165
	 	Airbus A319-100
	 	V12607, V12632
	 	IAE V2524-A5
	3258
	 	Airbus A319-100
	 	V12709, V12734
	 	IAE V2524-A5
	3269
	 	Airbus A319-100
	 	V12717, V12720
	 	IAE V2524-A5
	3270
	 	Airbus A320-200
	 	V12721, V12725
	 	IAE V2527-A5
	3311
	 	Airbus A319-100
	 	V12780, V12782
	 	IAE V2524-A5
	3342
	 	Airbus A319-100
	 	V12789, V12791
	 	IAE V2524-A5
	3366
	 	Airbus A320-200
	 	697586, 697588
	 	CFM56-5B4/3
	3440
	 	Airbus A320-200
	 	697677, 697681
	 	CFM56-5B4/3






 









 






	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	3444
	 	Airbus A320-200
	 	697679, 697683
	 	CFM56-5B4/3
	3456
	 	Airbus A320-200
	 	697764, 697765
	 	CFM56-5B4/3
	3463
	 	Airbus A319-100
	 	V12891, V12893
	 	IAE V2524-A5
	3476
	 	Airbus A320-200
	 	697718, 697724
	 	CFM56-5B4/3
	3491
	 	Airbus A319-100
	 	V12908, V12912
	 	IAE V2524-A5
	3501
	 	Airbus A320-200
	 	697766, 697779
	 	CFM56-5B4/3
	3590
	 	Airbus A319-100
	 	V13000, V13002
	 	IAE V2524-A5
	3599
	 	Airbus A320-200
	 	697903, 697904
	 	CFM56-5B4/3
	29356
	 	Boeing 737-700
	 	892110, 892112
	 	CFM56-7B22
	29357
	 	Boeing 737-700
	 	892238, 893236
	 	CFM56-7B24
	29358
	 	Boeing 737-700
	 	892276, 892279
	 	CFM56-7B24
	29361
	 	Boeing 737-700
	 	892350, 893348
	 	CFM56-7B24
	29362
	 	Boeing 737-700
	 	893383, 893384
	 	CFM56-7B24
	29364
	 	Boeing 737-700
	 	892611, 892612
	 	CFM56-7B24
	29365
	 	Boeing 737-700
	 	892644, 892649
	 	CFM56-7B24
	29366
	 	Boeing 737-700
	 	892720, 893709
	 	CFM56-7B24
	29367
	 	Boeing 737-700
	 	892774, 892775
	 	CFM56-7B24
	29368
	 	Boeing 737-800
	 	892801, 892802
	 	CFM56-7B26
	29369
	 	Boeing 737-800
	 	892857, 893860
	 	CFM56-7B26
	29370
	 	Boeing 737-700
	 	894369, 894370
	 	CFM56-7B24
	29371
	 	Boeing 737-700
	 	894201, 894224
	 	CFM56-7B24
	29372
	 	Boeing 737-700
	 	894345, 894357
	 	CFM56-7B24
	29373
	 	Boeing 737-800
	 	894437, 894438
	 	CFM56-7B26
	29374
	 	Boeing 737-800
	 	894504, 894505
	 	CFM56-7B26
	30038
	 	Boeing 737-700
	 	892147, 893142
	 	CFM56-7B22
	30660
	 	Boeing 737-800
	 	890461, 890462
	 	CFM56-7B27/B1
	30666
	 	Boeing 737-800
	 	890740, 890741
	 	CFM56-7B26
	30670
	 	Boeing 737-800
	 	890786, 890787
	 	CFM56-7B26
	30673
	 	Boeing 737-800
	 	890824, 890826
	 	CFM56-7B27/B1
	30679
	 	Boeing 737-800
	 	890621, 890622
	 	CFM56-7B27/B1
	30680
	 	Boeing 737-800
	 	890618, 890619
	 	CFM56-7B26






 









 






	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	30681
	 	Boeing 737-800
	 	892286, 892287
	 	CFM56-7B26
	30682
	 	Boeing 737-800
	 	892314, 893316
	 	CFM56-7B26
	30683
	 	Boeing 737-800
	 	892306, 892307
	 	CFM56-7B27
	30685
	 	Boeing 737-800
	 	892543, 892544
	 	CFM56-7B26
	30686
	 	Boeing 737-800
	 	892360, 892364
	 	CFM56-7B26
	30690
	 	Boeing 737-800
	 	890644, 891637
	 	CFM56-7B26
	30691
	 	Boeing 737-800
	 	892363, 893365
	 	CFM56-7B26
	30692
	 	Boeing 737-800
	 	890634, 891633
	 	CFM56-7B26
	30693
	 	Boeing 737-800
	 	890660, 891655
	 	CFM56-7B26
	30694
	 	Boeing 737-800
	 	892693, 892694
	 	CFM56-7B26
	30695
	 	Boeing 737-800
	 	892758, 892761
	 	CFM56-7B26
	30696
	 	Boeing 737-800
	 	892763, 892764
	 	CFM56-7B26
	30697
	 	Boeing 737-800
	 	892811, 892812
	 	CFM56-7B26
	30698
	 	Boeing 737-800
	 	892803, 892804
	 	CFM56-7B26
	30699
	 	Boeing 737-800
	 	892847, 892848
	 	CFM56-7B26
	30700
	 	Boeing 737-800
	 	892864, 892865
	 	CFM56-7B26
	30701
	 	Boeing 737-800
	 	892871, 892872
	 	CFM56-7B26
	30702
	 	Boeing 737-800
	 	892882, 892883
	 	CFM56-7B26
	30703
	 	Boeing 737-800
	 	892905, 892906
	 	CFM56-7B26
	30704
	 	Boeing 737-800
	 	892948, 892949
	 	CFM56-7B26
	30705
	 	Boeing 737-800
	 	892983, 892985
	 	CFM56-7B26
	30708
	 	Boeing 737-800
	 	894263, 894264
	 	CFM56-7B26
	30709
	 	Boeing 737-800
	 	892897, 892904
	 	CFM56-7B26
	30711
	 	Boeing 737-800
	 	894412, 894413
	 	CFM56-7B26
	30715
	 	Boeing 737-800
	 	894560, 894561
	 	CFM56-7B26
	30716
	 	Boeing 737-800
	 	894514, 894515
	 	CFM56-7B26
	30718
	 	Boeing 737-800
	 	894607, 894608
	 	CFM56-7B26
	30723
	 	Boeing 737-800
	 	894656, 894675
	 	CFM56-7B26/3
	30725
	 	Boeing 737-800
	 	894691, 894692
	 	CFM56-7B26/3
	30728
	 	Boeing 737-800
	 	894883, 894911
	 	CFM56-7B26/3
	30733
	 	Boeing 737-800
	 	896143, 896144
	 	CFM56-7B27/3






 









 






	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	32706
	 	Boeing 777-300ER
	 	906139, 906140
	 	GE90-115BG01
	32707
	 	Boeing 777-300ER
	 	906170, 906175
	 	GE90-115BG02
	32708
	 	Boeing 777-300ER
	 	906171, 906172
	 	GE90-115BG01
	32709
	 	Boeing 777-300ER
	 	906197, 906199
	 	GE90-115BG02
	32710
	 	Boeing 777-300ER
	 	906212, 906214
	 	GE90-115BG02
	32713
	 	Boeing 777-300ER
	 	906300, 906301
	 	GE90-115BG02
	32714
	 	Boeing 777-300ER
	 	906321, 906322
	 	GE90-115BG02
	32715
	 	Boeing 777-300ER
	 	906230, 906232
	 	GE90-115BG02
	32718
	 	Boeing 777-200ER
	 	900475, 900476
	 	GE90-94B
	32719
	 	Boeing 777-200ER
	 	900481, 900482
	 	GE90-94B
	32728
	 	Boeing 777-300ER
	 	906237, 906250
	 	GE90-115BG02
	32729
	 	Boeing 777-300ER
	 	906285, 906286
	 	GE90-115BG02
	32730
	 	Boeing 777-300ER
	 	906235, 906236
	 	GE90-115BG02
	32799
	 	Boeing 737-800
	 	890756, 890757
	 	CFM56-7B26
	32800
	 	Boeing 737-800
	 	892325, 892326
	 	CFM56-7B26
	32801
	 	Boeing 737-800
	 	892300, 892301
	 	CFM56-7B26
	32802
	 	Boeing 737-800
	 	892404, 892405
	 	CFM56-7B26
	32842
	 	Boeing 737-700
	 	893601, 893602
	 	CFM56-7B22
	33006
	 	Boeing 737-800
	 	892944, 892945
	 	CFM56-7B26
	33007
	 	Boeing 737-800
	 	892951, 892954
	 	CFM56-7B26
	33008
	 	Boeing 737-700
	 	892399, 893389
	 	CFM56-7B24
	33009
	 	Boeing 737-700
	 	892413, 892414
	 	CFM56-7B24
	33501
	 	Boeing 777-300ER
	 	906148, 906149
	 	GE90-115BG01
	33793
	 	Boeing 737-700
	 	892172, 893136
	 	CFM56-7B22
	35271
	 	Boeing 737-800
	 	896375, 896378
	 	CFM56-7B26/3
	35273
	 	Boeing 737-800
	 	896401, 897371
	 	CFM56-7B26/3
	35281
	 	Boeing 737-800
	 	896729, 896730
	 	CFM56-7B26/3
	35289
	 	Boeing 737-800
	 	802135, 802136
	 	CFM56-7B26/3






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4
	3614
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V13014
	 	V13016	 	 	 	 
	3484
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V12913
	 	V12918	 	 	 	 
	3519
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V12949
	 	V12953	 	 	 	 
	30658
	 	Boeing B737-800
	 	CFM56-7B26
	 	890450
	 	890451	 	 	 	 
	30665
	 	Boeing B737-800
	 	CFM56-7B26
	 	890690
	 	890691	 	 	 	 
	32798
	 	Boeing B737-800
	 	CFM56-7B26
	 	890765
	 	890766	 	 	 	 
	1884
	 	Airbus A319-100
	 	CFM56-5B6/P
	 	575514
	 	575515	 	 	 	 
	1901
	 	Airbus A319-100
	 	CFM56-5B6/P
	 	575532
	 	575533	 	 	 	 
	529
	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	41255
	 	41258	 	 	 	 
	3446
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697693
	 	697695	 	 	 	 
	3473
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697697
	 	697721	 	 	 	 
	3490
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697750
	 	697751	 	 	 	 
	3494
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697758
	 	697759	 	 	 	 
	1874
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	575483
	 	575487	 	 	 	 
	35298
	 	Boeing B777-300ER
	 	GE90-115BG02
	 	906315
	 	906316	 	 	 	 
	35784
	 	Boeing B777-300ER
	 	GE90-115BG02
	 	906641
	 	906642	 	 	 	 
	3361
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697512
	 	697591	 	 	 	 
	3396
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697619
	 	697620	 	 	 	 
	3425
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697655
	 	697660	 	 	 	 
	3475
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697727
	 	697731	 	 	 	 
	505
	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	41239
	 	41240	 	 	 	 
	526
	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	41257
	 	41259	 	 	 	 
	30654
	 	Boeing B737-800
	 	CFM56-7B27
	 	890387
	 	890388	 	 	 	 
	30671
	 	Boeing B737-800
	 	CFM56-7B27
	 	890411
	 	890413	 	 	 	 
	32796
	 	Boeing B737-800
	 	CFM56-7B27
	 	890337
	 	890338	 	 	 	 
	33699
	 	Boeing B737-800
	 	CFM56-7B27
	 	890398
	 	891414	 	 	 	 
	2124
	 	Airbus A319-100
	 	CFM56-5B6/2P
	 	575927
	 	575928	 	 	 	 
	1913
	 	Airbus A320-200
	 	CFM56-5B4/2P
	 	575913
	 	575914	 	 	 	 
	2065
	 	Airbus A320-200
	 	CFM56-5B4/2P
	 	575919
	 	575922	 	 	 	 
	1978
	 	Airbus A321-200
	 	CFM56-5B3/2P
	 	575920
	 	575921	 	 	 	 
	2208
	 	Airbus A321-200
	 	CFM56-5B3/2P
	 	575929
	 	575930	 	 	 	 
	2213
	 	Airbus A319-100
	 	CFM56-5B7/P
	 	575799
	 	575801	 	 	 	 
	2228
	 	Airbus A319-100
	 	CFM56-5B7/P
	 	575815
	 	575816	 	 	 	 
	2279
	 	Airbus A319-100
	 	CFM56-5B7/P
	 	575885
	 	575888	 	 	 	 
	3065
	 	Airbus A319-100
	 	CFM56-5B7/P
	 	697182
	 	697183	 	 	 	 
	1924
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	575534
	 	575535	 	 	 	 
	1949
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	575554
	 	575555	 	 	 	 
	2705
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577504
	 	577505	 	 	 	 
	2721
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577526
	 	577530	 	 	 	 
	3051
	 	Airbus A321-200
	 	CFM56-5B3/P
	 	697174
	 	697175	 	 	 	 
	3098
	 	Airbus A321-200
	 	CFM56-5B3/P
	 	697241
	 	697249	 	 	 	 
	3441
	 	Airbus A321-200
	 	CFM56-5B3/3
	 	697456
	 	697685	 	 	 	 
	3401
	 	Airbus A321-200
	 	CFM56-5B3/3
	 	697629
	 	697672	 	 	 	 
	3419
	 	Airbus A321-200
	 	CFM56-5B3/3
	 	697663
	 	697669	 	 	 	 
	3372
	 	Airbus A321-200
	 	CFM56-5B3/3
	 	697515
	 	697607	 	 	 	 
	3399
	 	Airbus A321-200
	 	CFM56-5B3/3
	 	697634
	 	697635	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4
	503
	 	Airbus A330-200
	 	CF6-80E1-A3
	 	811201
	 	811202	 	 	 	 
	519
	 	Airbus A330-200
	 	CF6-80E1-A3
	 	811218
	 	811219	 	 	 	 
	584
	 	Airbus A330-200
	 	CF6-80E1-A3
	 	811248
	 	811249	 	 	 	 
	635
	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	41308
	 	41309	 	 	 	 
	32868
	 	Boeing B747-400
	 	CF6-80C2-B1F
	 	706539
	 	706540
	 	706541
	 	706542
	35279
	 	Boeing B737-800
	 	CFM56-7B26/3
	 	896551
	 	896552	 	 	 	 
	32869
	 	Boeing B747-400
	 	CF6-80C2-B1F
	 	706551
	 	706552
	 	706553
	 	706554
	32871
	 	Boeing B747-400
	 	CF6-80C2-B1F
	 	706623
	 	706624
	 	706625
	 	706626
	32870
	 	Boeing B747-400ERF
	 	CF6-80C2-B5F
	 	706627
	 	706628
	 	706629
	 	706630
	32867
	 	Boeing B747-400ERF
	 	CF6-80C2-B5F
	 	706514
	 	706515
	 	706516
	 	706517
	29402
	 	Boeing B777-200ER
	 	Pratt & Whitney PW4090
	 	P222225
	 	P222226	 	 	 	 
	35782
	 	Boeing B777-300ER
	 	GE90-115BG02
	 	906603
	 	906607	 	 	 	 
	35783
	 	Boeing B777-300ER
	 	GE90-115BG02
	 	906621
	 	906622	 	 	 	 
	32723
	 	Boeing B777-300ER
	 	GE90-115BG01
	 	906108
	 	906109	 	 	 	 
	32724
	 	Boeing B777-300ER
	 	GE90-115BG01
	 	906112
	 	906113	 	 	 	 
	32850
	 	Boeing B777-300ER
	 	GE90-115BG01
	 	906129
	 	906130	 	 	 	 
	32852
	 	Boeing B777-300ER
	 	GE90-115BG01
	 	906143
	 	906144	 	 	 	 
	32725
	 	Boeing B777-300ER
	 	GE90-115BG01
	 	906134
	 	906137	 	 	 	 
	32711
	 	Boeing B777-300ER
	 	GE90-115BG01
	 	906131
	 	906132	 	 	 	 
	35297
	 	Boeing B777-300ER
	 	GE90-115BG02
	 	906377
	 	906378	 	 	 	 
	739
	 	Airbus A330-200
	 	Pratt & Whitney PW4168A
	 	P733595
	 	P733596	 	 	 	 
	911
	 	Airbus A330-200
	 	Pratt & Whitney PW4168A
	 	P733657
	 	P733658	 	 	 	 
	3033
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V12523
	 	V12525	 	 	 	 
	3066
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V12538
	 	V12553	 	 	 	 
	3074
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V12546
	 	V12555	 	 	 	 
	3462
	 	Airbus A321-200
	 	IAE V2533-A5
	 	V12902
	 	V12904	 	 	 	 
	3527
	 	Airbus A321-200
	 	IAE V2533-A5
	 	V12923
	 	V12946	 	 	 	 
	679
	 	Airbus A330-300
	 	Rolls Royce TRENT 772-60
	 	41340
	 	41341	 	 	 	 
	581
	 	Airbus A330-300
	 	Rolls Royce TRENT 772B-60
	 	41188
	 	41288	 	 	 	 
	692
	 	Airbus A330-300
	 	Rolls Royce TRENT 772B-60
	 	41348
	 	41349	 	 	 	 
	716
	 	Airbus A330-300
	 	Rolls Royce TRENT 772B-60
	 	41357
	 	41358	 	 	 	 
	741
	 	Airbus A330-300
	 	Rolls Royce TRENT 772B-60
	 	41380
	 	41381	 	 	 	 
	786
	 	Airbus A330-300
	 	Rolls Royce TRENT 772B-60
	 	41417
	 	41418	 	 	 	 
	35274
	 	Boeing B737-800
	 	CFM56-7B24/3
	 	896420
	 	897396	 	 	 	 
	35276
	 	Boeing B737-800
	 	CFM56-7B24/3
	 	896513
	 	896514	 	 	 	 
	35285
	 	Boeing B737-800
	 	CFM56-7B24/3
	 	896958
	 	896961	 	 	 	 
	34432
	 	Boeing B777-300ER
	 	GE90-115BG04
	 	906373
	 	906382	 	 	 	 
	35299
	 	Boeing B777-300ER
	 	GE90-115BG04
	 	906354
	 	906381	 	 	 	 
	35300
	 	Boeing B777-300ER
	 	GE90-115BG02
	 	906432
	 	906433	 	 	 	 
	35301
	 	Boeing B777-300ER
	 	GE90-115BG04
	 	906474
	 	906475	 	 	 	 
	30037
	 	Boeing B737-700
	 	CFM56-7B24
	 	890719
	 	890720	 	 	 	 
	30727
	 	Boeing B737-700
	 	CFM56-7B22
	 	888675
	 	888679	 	 	 	 
	30033
	 	Boeing B737-800
	 	CFM56-7B27/B1
	 	888587
	 	888741	 	 	 	 
	30643
	 	Boeing B737-800
	 	CFM56-7B27/B1
	 	888844
	 	888902	 	 	 	 
	822
	 	Airbus A330-200
	 	Pratt & Whitney PW4168A
	 	P733621
	 	P733622	 	 	 	 
	3428
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V12867
	 	V12871	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4
	3685
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V13066
	 	V13068	 	 	 	 
	2793
	 	Airbus A321-200
	 	IAE V2533-A5
	 	V12305
	 	V12307	 	 	 	 
	3458
	 	Airbus A321-200
	 	IAE V2533-A5
	 	V12892
	 	V12894	 	 	 	 
	3522
	 	Airbus A321-200
	 	IAE V2533-A5
	 	V12931
	 	V12933	 	 	 	 
	1912
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V11399
	 	V11402	 	 	 	 
	1962
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V11447
	 	V11454	 	 	 	 
	1850
	 	Airbus A321-200
	 	IAE V2533-A5
	 	V11361
	 	V11362	 	 	 	 
	1926
	 	Airbus A321-200
	 	IAE V2533-A5
	 	V11415
	 	V11417	 	 	 	 
	2113
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	575724
	 	575725	 	 	 	 
	2122
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	575732
	 	575740	 	 	 	 
	2186
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	575765
	 	575769	 	 	 	 
	2332
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	577137
	 	577138	 	 	 	 
	2382
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	577172
	 	577184	 	 	 	 
	2142
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	575701
	 	575703	 	 	 	 
	2189
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	575790
	 	575792	 	 	 	 
	2291
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577104
	 	577114	 	 	 	 
	2665
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577469
	 	577470	 	 	 	 
	3056
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	697159
	 	697160	 	 	 	 
	2768
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577580
	 	577581	 	 	 	 
	3068
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	697157
	 	697158	 	 	 	 
	811
	 	Airbus A330-200
	 	CF6-80E1-A3
	 	811404
	 	811406	 	 	 	 
	29399
	 	Boeing B777-200ER
	 	GE90-94B
	 	900459
	 	900461	 	 	 	 
	32720
	 	Boeing B777-200ER
	 	GE90-94B
	 	900478
	 	900480	 	 	 	 
	32721
	 	Boeing B777-200ER
	 	GE90-94B
	 	900499
	 	900500	 	 	 	 
	35295
	 	Boeing B777-200ER
	 	GE90-94B
	 	900491
	 	900492	 	 	 	 
	2085
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V11524
	 	V11531	 	 	 	 
	2173
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V11634
	 	V11636	 	 	 	 
	2594
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V12087
	 	V12089	 	 	 	 
	29401
	 	Boeing B777-200ER
	 	Rolls Royce TRENT 895-17
	 	51485
	 	51486	 	 	 	 
	29403
	 	Boeing B777-200ER
	 	Rolls Royce TRENT 895-17
	 	51504
	 	51508	 	 	 	 
	29404
	 	Boeing B777-200ER
	 	Rolls Royce TRENT 895-17
	 	51477
	 	51478	 	 	 	 
	32712
	 	Boeing B777-200ER
	 	Rolls Royce TRENT 895-17
	 	51489
	 	51490	 	 	 	 
	30649
	 	Boeing B737-700
	 	CFM56-7B24
	 	888772
	 	888779	 	 	 	 
	30652
	 	Boeing B737-800
	 	CFM56-7B26
	 	889705
	 	889706	 	 	 	 
	30721
	 	Boeing B737-800
	 	CFM56-7B26/3
	 	894612
	 	894618	 	 	 	 
	35272
	 	Boeing B737-800
	 	CFM56-7B26/3
	 	896356
	 	896357	 	 	 	 
	35284
	 	Boeing B737-800
	 	CFM56-7B26/3
	 	896787
	 	896789	 	 	 	 
	35287
	 	Boeing B737-800
	 	CFM56-7B26/3
	 	896978
	 	896979	 	 	 	 
	725
	 	Airbus A330-300
	 	CF6-80E1-A4
	 	811349
	 	811350	 	 	 	 
	2761
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577572
	 	577573	 	 	 	 
	2785
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577594
	 	577596	 	 	 	 
	2794
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577621
	 	577625	 	 	 	 
	2798
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577623
	 	577626	 	 	 	 
	2962
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577815
	 	577818	 	 	 	 
	2988
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	577851
	 	577852	 	 	 	 
	3083
	 	Airbus A320-200
	 	CFM56-5B4/P
	 	697193
	 	697198	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4
	3321
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697532
	 	697537	 	 	 	 
	3529
	 	Airbus A320-200
	 	CFM56-5B4/3
	 	697781
	 	697782	 	 	 	 
	814
	 	Airbus A330-200
	 	CF6-80E1-A4B
	 	811407
	 	811408	 	 	 	 
	3421
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V12858
	 	V12860	 	 	 	 
	3424
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V12862
	 	V12865	 	 	 	 
	3454
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V12882
	 	V12890	 	 	 	 
	3694
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V13082
	 	V13084	 	 	 	 
	462
	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	41224
	 	41225	 	 	 	 
	29395
	 	Boeing B777-300
	 	Rolls Royce TRENT 892-17
	 	51285
	 	51287	 	 	 	 
	28687
	 	Boeing B777-300
	 	Rolls Royce TRENT 892-17
	 	51416
	 	51417	 	 	 	 
	29396
	 	Boeing B777-300
	 	Rolls Royce TRENT 892-17
	 	51378
	 	51379	 	 	 	 
	32697
	 	Boeing B777-300
	 	Rolls Royce TRENT 892-17
	 	51371
	 	51372	 	 	 	 
	32699
	 	Boeing B777-300
	 	Rolls Royce TRENT 892-17
	 	51397
	 	51398	 	 	 	 
	2389
	 	Airbus A319-100
	 	IAE V2522-A5
	 	V11855
	 	V11856	 	 	 	 
	2429
	 	Airbus A319-100
	 	IAE V2522-A5
	 	V11877
	 	V11887	 	 	 	 
	2694
	 	Airbus A319-100
	 	IAE V2522-A5
	 	V12188
	 	V12198	 	 	 	 
	2697
	 	Airbus A319-100
	 	IAE V2522-A5
	 	V12206
	 	V12208	 	 	 	 
	2720
	 	Airbus A319-100
	 	IAE V2522-A5
	 	V12236
	 	V12238	 	 	 	 
	706
	 	Airbus A340-600
	 	Rolls Royce TRENT 556-61
	 	71342
	 	71343
	 	71344
	 	71363
	723
	 	Airbus A340-600
	 	Rolls Royce TRENT 556-61
	 	71362
	 	71364
	 	71365
	 	71369
	30687
	 	Boeing B737-700
	 	CFM56-7B24
	 	894609
	 	894610	 	 	 	 
	30710
	 	Boeing B737-700
	 	CFM56-7B24
	 	894464
	 	894467	 	 	 	 
	30040
	 	Boeing B737-800
	 	CFM56-7B27
	 	892344
	 	892346	 	 	 	 
	32841
	 	Boeing B737-800
	 	CFM56-7B27
	 	893370
	 	893371	 	 	 	 
	1866
	 	Airbus A319-100
	 	CFM56-5B6/P
	 	575504
	 	575505	 	 	 	 
	1872
	 	Airbus A319-100
	 	CFM56-5B6/P
	 	575508
	 	575509	 	 	 	 
	1882
	 	Airbus A319-100
	 	CFM56-5B6/P
	 	575516
	 	575517	 	 	 	 
	1925
	 	Airbus A319-100
	 	CFM56-5B6/P
	 	575544
	 	575545	 	 	 	 
	2198
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	575780
	 	575783	 	 	 	 
	2209
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	575776
	 	575795	 	 	 	 
	2236
	 	Airbus A319-100
	 	CFM56-5B5/P
	 	575824
	 	575830	 	 	 	 
	1223
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V10719
	 	V10773	 	 	 	 
	1281
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V10778
	 	V10779	 	 	 	 
	1463
	 	Airbus A319-100
	 	IAE V2524-A5
	 	V10933
	 	V10936	 	 	 	 
	1156
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V10655
	 	V10658	 	 	 	 
	1398
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V10885
	 	V10894	 	 	 	 
	1452
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V10943
	 	V10946	 	 	 	 
	1110
	 	Airbus A320-200
	 	IAE V2527-A5
	 	V10620
	 	V10621	 	 	 	 
	28262
	 	Boeing B737-700
	 	CFM56-7B22
	 	890962
	 	890967	 	 	 	 
	29363
	 	Boeing B737-700
	 	CFM56-7B22
	 	890649
	 	891646	 	 	 	 
	33786
	 	Boeing B737-700
	 	CFM56-7B22
	 	890620
	 	891616	 	 	 	 
	33787
	 	Boeing B737-700
	 	CFM56-7B22
	 	890658
	 	891654	 	 	 	 
	33791
	 	Boeing B737-700
	 	CFM56-7B22
	 	890954
	 	891938	 	 	 	 
	33792
	 	Boeing B737-700
	 	CFM56-7B22
	 	890976
	 	890977	 	 	 	 
	30662
	 	Boeing B737-700
	 	CFM56-7B24
	 	890573
	 	890577	 	 	 	 
	30663
	 	Boeing B737-700
	 	CFM56-7B24
	 	890584
	 	890585	 	 	 	 






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4
	30677
	 	Boeing B737-700
	 	CFM56-7B22
	 	890868
	 	890869	 	 	 	 
	30039
	 	Boeing B737-800
	 	CFM56-7B26
	 	877654
	 	889548	 	 	 	 
	30675
	 	Boeing B737-800
	 	CFM56-7B26
	 	888459
	 	888586	 	 	 	 
	30032
	 	Boeing B737-800
	 	CFM56-7B27
	 	889643
	 	889654	 	 	 	 
	30689
	 	Boeing B737-800
	 	CFM56-7B27
	 	889493
	 	889494	 	 	 	 
	30332
	 	Boeing B737-800
	 	CFM56-7B27
	 	888214
	 	889252	 	 	 	 
	28237
	 	Boeing B737-800
	 	CFM56-7B26
	 	888197
	 	888201	 	 	 	 
	28689
	 	Boeing B777-200ER
	 	GE90-94B
	 	900359
	 	900360	 	 	 	 
	28692
	 	Boeing B777-200ER
	 	GE90-94B
	 	900353
	 	900354	 	 	 	 
	28678
	 	Boeing B777-200ER
	 	GE90-90B
	 	900323
	 	900324	 	 	 	 
	28679
	 	Boeing B777-200ER
	 	GE90-90B
	 	900329
	 	900330	 	 	 	 
	625
	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	41296
	 	41297	 	 	 	 
	632
	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	41303
	 	41304	 	 	 	 
	30730
	 	Boeing B737-800
	 	CFM56-7B27/3
	 	894901
	 	895884	 	 	 	 






 








 





SCHEDULE II

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage of
	 	 	Par	 	Certificate	 	Number of	 	Outstanding
	Stock Borrower	 	Value	 	No(s).	 	Shares	 	Shares
	TOP AIRCRAFT, INC.
	 	 	N/A	 	 	 	1	 	 	 	100	 	 	 	100	%
	STATES AIRCRAFT, INC.
	 	 	N/A	 	 	 	1	 	 	 	100	 	 	 	100	%
	SHREWSBURY AIRCRAFT LEASING LIMITED
	 	US $1 each	 	 	1	 	 	 	10	 	 	 	100	%






PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Borrower	 	Certificate No.	 	Beneficial Interest
	N/A

	 	N/A
	 	N/A






PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Issuer	 	Certificate No.	 	Membership Interest
	N/A
	 	N/A
	 	N/A






 









 





SCHEDULE III

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




TRADE NAMES





	1.	 	Grantor: International Lease Finance Corporation 
Trade Name: ILFC





 









 





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
	 
	 	 
	Top Aircraft, Inc.

	 	10250 Constellation Blvd.
	 

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 	 
	 

	 	Organizational ID: C3229725
	 
	 	 
	Shrewsbury Aircraft Leasing Limited

	 	30 North Wall Quay
	 

	 	Dublin 1
	 

	 	Ireland
	 

	 	Facsimile: +353 1 672 0270
	 

	 	Telephone: +353 1 802 8901
	 
	 	 
	 

	 	Company Registration Number: 475896
	 	 
	States Aircraft, Inc.

	 	10250 Constellation Blvd.
	 

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 	 
	 

	 	Organizational ID: C3229724
	 
	 	 
	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 France S.a.r.l.

	 	52 rue de la Victoire
	 

	 	Paris
	 

	 	France 75009
	 

	 	Facsimile: +33-1-450 363 77
	 

	 	Telephone: +33-1-450 360 36
	 	 
	 

	 	Organizational ID: 513229248






2









 






	 	 	 
	 	 	Chief Executive Office, Chief Place of
	 	 	Business or Registered Office
	Name of Grantor	 	and Organizational ID (if applicable)
	ILFC Labuan Ltd.

	 	Unit #3 (l)
	 

	 	Main Office Tower
	 

	 	Financial Park Labuan
	 

	 	Jalan Merdeka
	 

	 	87000 Labuan
	 

	 	F.T. Labuan
	 

	 	Malaysia
	 

	 	Facsimile: +60 87 427 409
	 

	 	Telephone: +60 87 427 408
	 
	 	 
	 

	 	Company No.: LL03255







3











 





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 Trustees, the FRBNY and the Lender 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 110% of the outstanding principal of the Loan allocable
to such Pool Aircraft, calculated based on the most recent appraised value (the
“Required Insured Value”) on an agreed value basis and naming the Senior
Security Trustee (for and on behalf of itself and the Senior 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 each of the Secured Parties is also named as a “Contract Party” and shall
ensure that each of the Secured Parties is also named as a “Contract Party” in respect
of any new Lease entered into);
	 
	 	(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 by operators in such jurisdiction at such time) 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 Senior Security Trustee
(for and on behalf of itself and the other Senior 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 each of
the Secured Parties is also named as a “Contract Party” and shall ensure that each of
the Secured Parties is also named as a “Contract Party” in respect of any new Lease
entered into);
	 
	 	(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 $500,000,000 for a Narrowbody Aircraft, and not less than $750,000,000 for
Widebody Aircraft. The Security Trustees (on behalf of themselves and the Secured
Parties) shall be named as additional insureds on such policies; provided,
however, that the Grantors shall use reasonable commercial efforts to procure
that each of the Secured Parties is also named as an additional insured and shall ensure
that each of the Secured Parties is also named as an additional insured in respect of
any new Lease. Notwithstanding the foregoing, the legal liability coverage amounts in
respect of the Supplemental Pool Aircraft shall not be required to be maintained in
amounts set forth above if the minimum amounts provided to be maintained under the
Leases thereof on the Effective Date are less, but shall instead be required to be
maintained at such lesser minimum amounts.
	 
	 	(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 AIG Funding and the FRBNY, 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 (subject in the case of the Grantors to no Event of Default having occurred and being
continuing) will not be payable to the Security Trustees. Such excess insurances will be
payable to (i) if payable to the Grantors, to the relevant Grantor, unless an Event of
Default has occurred and is continuing in which case the excess shall be payable to the
Senior Security Trustee or (ii) if payable to the Lessee to the Lessee in all circumstances.




2









 






	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 agreed by the Senior Security Trustee)
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 contain the coverage and
endorsements described in AVN67B 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 with AVN67B, 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
utilised 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 each of the Security
Trustees 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




3









 






	 	 	The Grantors will monitor the insurances on the Pool Aircraft and their expiration dates.
The relevant Grantor shall, when requested by any Security Trustee, promptly inform such
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
each of the Security Trustees 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 each of the Security Trustees 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 Trustees or shall ensure that the Security Trustees are provided with any
information reasonably requested by them 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.






4









 








EXHIBIT A-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF COLLATERAL SUPPLEMENT




Wells Fargo Bank Northwest, National Association,

as the First Lien Security Trustee,

the Second Lien Security Trustee,

the Third Lien Security and

the Fourth Lien Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




[Date]




     Re: Aircraft Mortgage and Security Agreement, dated as of October 13, 2009



Ladies and Gentlemen:




          Reference is made to the Aircraft Mortgage and Security Agreement, dated as of October 13,
2009 (the “Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE
CORPORATION, a Delaware corporation (“ILFC”), TOP AIRCRAFT, INC., a California corporation
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED, a private limited liability company
incorporated under the laws of Ireland (the “Irish SPC”), STATES AIRCRAFT, INC. a
California corporation (the “California SPC”), ILFC IRELAND LIMITED, a private limited
liability company incorporated under the laws of Ireland (the “Irish Initial Intermediate
Lessee”), ILFC FRANCE S.A.R.L., a société à responsabilité limitée organized under the laws of
France (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD., a Labuan private
limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (the
“Labuan Initial Intermediate Lessee”) and the ADDITIONAL GRANTORS who become grantors under
the Aircraft Mortgage and Security Agreement from time to time (together with ILFC, Holdings, the
Irish SPC, the California SPC, the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee and the Labuan Initial Intermediate Lessee, the “Grantors”) and WELLS
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First Lien
Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee and the Fourth
Lien 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.



          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, NATIONAL ASSOCIATION,

not in its individual capacity, but

solely as the First Lien Security Trustee,

the Second Lien Security Trustee, the Third

Lien Security Trustee and the Fourth Lien

Security Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







 









 








ANNEX I

COLLATERAL SUPPLEMENT




AIRCRAFT OBJECTS




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





 









 






ANNEX II

COLLATERAL SUPPLEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Percentage of
	 	 	Par	 	Certificate	 	Number of	 	Outstanding
	Stock Borrower	 	Value	 	No(s).	 	Shares	 	Shares
	 	 	 	 	 	 	 	 	 





PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Borrower	 	Certificate No.	 	Beneficial Interest
	 	 	 	 	 





PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Issuer	 	Certificate No.	 	Membership Interest
	 	 	 	 	 






 











 





EXHIBIT A-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF GRANTOR SUPPLEMENT




Wells Fargo Bank Northwest, National Association,

as the First Lien Security Trustee,

the Second Lien Security Trustee,

the Third Lien Security and

the Fourth Lien Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




[Date]




     Re: Aircraft Mortgage and Security Agreement, dated as of October 13, 2009




Ladies and Gentlemen:



Reference is made to the Aircraft Mortgage and Security Agreement, dated as of October 13, 2009
(the “Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE
CORPORATION, a Delaware corporation (“ILFC”), TOP AIRCRAFT, INC., a California corporation
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED, a private limited liability company
incorporated under the laws of Ireland (the “Irish SPC”), STATES AIRCRAFT, INC. a
California corporation (the “California SPC”), ILFC IRELAND LIMITED, a private limited
liability company incorporated under the laws of Ireland (the “Irish Initial Intermediate
Lessee”), ILFC FRANCE S.A.R.L., a société à responsabilité limitée organized under the laws of
France (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD., a Labuan private
limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (the
“Labuan Initial Intermediate Lessee”) and the ADDITIONAL GRANTORS who become grantors under
the Aircraft Mortgage and Security Agreement from time to time (together with ILFC, Holdings, the
Irish SPC, the California SPC, the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee and the Labuan Initial Intermediate Lessee, the “Grantors”) and WELLS
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First Lien
Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee and the Fourth
Lien 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.




 









 








          (A) Grant of Security Interest – First Lien. To secure the First Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the First Lien Security Trustee for its benefit
and the benefit of the other First Lien Secured Parties and hereby grants to the First Lien
Security Trustee for its benefit and the benefit of the other First Lien 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
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 the following (the “Security Collateral”):




          (i) the Pledged Stock identified on the attached Annex II and the certificates representing
such Pledged Stock, and all dividends, 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 such
Pledged Stock;




          (ii) all additional shares of the capital stock of any other Grantor other than ILFC or an
Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the
capital stock of any other Grantor that may be formed from time to time, and all certificates, if
any, representing such additional shares of the capital stock and all dividends, 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 shares; and




2









 





          (d) all of the following (the “Beneficial Interest Collateral”):




          (i) the Pledged Beneficial Interest identified on the attached Annex II, all certificates, if
any, from time to time representing all of such Grantor’s right, title and interest in such Pledged
Beneficial Interest, any contracts and instruments pursuant to which any such Pledged Beneficial
Interest 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 such Pledged Beneficial Interest; and




          (ii) all of such Grantor’s right, title and interest in all additional beneficial interests
in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the beneficial interests in any other Grantor that may be formed
from time to time, 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;




          (e) all of the following (the “Membership Interest Collateral”):




          (i) the Pledged Membership Interests identified on the attached Annex II, all certificates,
if any, from time to time representing all of such Grantor’s right, title and interest in such
Pledged Membership Interests, any contracts and instruments pursuant to which any such Pledged
Membership 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 such Pledged Membership Interests; and




          (ii) all of such Grantor’s right, title and interest in all additional membership interests
in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the membership interests in any other Grantor that may be formed
from time to time, and all certificates, if any, from time to time representing such additional
membership 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 membership interests;




          (f) (i) all right of such Grantor in and to each Blocked Account and all funds or other
property at any time or from time to time credited to any Blocked Account and (ii) other than ILFC
or an Initial Intermediate Lessee (provided, however, that any Initial Intermediate Lessee shall
comply with Section 2.11(a) of the Credit Agreement), all right of such Grantor in and to each
account at any time or from time to time established in its name and, in the case of clause (i) and
(ii) above, all 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”);




          (g) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such
Grantor other than ILFC or any Initial Intermediate Lessee (the “Investment Collateral”)
including written notification of all interest, dividends, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in



3









 






exchange for any or all of the then existing Investment Collateral, but excluding any loans or
advances made, or dividends or other amounts paid, by any Grantor to any other Grantor;




          (h) 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 by any other Grantor, other
than between ILFC and any Initial Intermediate Lessee, 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 deposit accounts, all
funds or other property held in such deposit accounts, all certificates and instruments, if any,
from time to time representing or evidencing such deposit accounts and all other 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;




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




          (j) 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 any Security Trustee; and




          (k) 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), (g), (h),
(i) and (j) above);



provided that the Collateral shall not include any Excluded Property.




          (B) Grant of Security Interest — Second Lien. To secure the Second Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the Second Lien Security Trustee, for its benefit
and the benefit of the other Second Lien Secured Parties, and hereby grants to the Second Lien
Security Trustee for its benefit and the benefit of the other Second Lien Secured Parties a
subordinated security interest in (subject and subordinate in all respects to the Lien of the First
Lien Secured Parties), all of its right, title and interest in and to the Supplementary Collateral.




          (C) Grant of Security Interest — Third Lien. To secure the Third Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the Third Lien Security Trustee, for its benefit
and the benefit of the other Third Lien Secured Parties, and hereby grants to the Third Lien
Security Trustee for its benefit and the benefit of the other Third Lien Secured Parties a
subordinated security interest in (subject and subordinate in all respects to the Lien of the First
Lien Secured Parties and the Lien of the Second Lien Secured Parties), all of its right, title and
interest in and to the Supplementary Collateral.




          (D) Grant of Security Interest — Fourth Lien. To secure the Fourth Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the Fourth Lien



4









 






Security Trustee, for its benefit and the benefit of the other Fourth Lien Secured Parties, and
hereby grants to the Fourth Lien Security Trustee for its benefit and the benefit of the other
Fourth Lien Secured Parties a subordinated security interest in (subject and subordinate in all
respects to the Lien of the First Lien Secured Parties, the Lien of the Second Lien Secured Parties
and the Lien of the Third Lien Secured Parties), all of its right, title and interest in and to the
Supplementary Collateral.




          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
Pledged Stock, the Pledged Beneficial Interest, the Pledged Membership Interests, the Security
Collateral, the Beneficial Interest Collateral, the Membership Interest Collateral, the Account
Collateral, the Investment Collateral, the Assigned Agreements, the Assigned Agreement Collateral,
the Acquisition Agreements, the Aircraft Purchase Collateral, the Assigned Leases, the Lease
Collateral, the Assigned Documents and the Assigned Agreement 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 each 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]




5









 








          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, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as the
First 

Lien Security Trustee, the Second Lien
Security 

Trustee, the Third Lien Security Trustee
and the 

Fourth Lien Security Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







6









 








ANNEX I

GRANTOR SUPPLEMENT




AIRCRAFT OBJECTS




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





 









 






ANNEX II

GRANTOR SUPPLEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Percentage of
	 
	 	 	 	 	 	Number of
	 	Outstanding
	Stock Borrower
	 	Par Value
	 	Certificate No(s).
	 	Shares
	 	Shares
	 
	 	 
	 	 
	 	 
	 	 





PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 
	 	 	 	Percentage of
	Borrower
	 	Certificate No.
	 	Beneficial Interest
	 
	 	 
	 	 





PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 
	 
	 	 	 	Percentage of
	Issuer
	 	Certificate No.
	 	Membership Interest
	 
	 	 
	 	 





 









 






ANNEX III

GRANTOR SUPPLEMENT




TRADE NAMES





 









 








ANNEX IV

GRANTOR SUPPLEMENT




	 	 	 
	 
	 	Chief Executive Office, Chief Place of
	 
	 	Business and Registered Office and Organizational
	Name of Grantor
	 	ID (if applicable)
	 
	 	 






 









 








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, dated October 13, 2009 (the
“Aircraft Mortgage and Security Agreement”), between the Grantor, certain other Grantors
and Wells Fargo Bank Northwest, National Association, as the First Lien Security Trustee, the
Second Lien Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee,
the Grantor has granted to each of the Security Trustees 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 each of the Security
Trustees that you have received no notice of any other pledge or assignment of the Assigned
Document. Further, you hereby agree with each of the Security Trustees that:




          (a) You will make all payments to be made by you under or in connection with the Assigned
Document directly to the applicable Collection Account set forth on Schedule I hereto or otherwise
in accordance with the instructions of the Senior Security Trustee.




          (b) The Security Trustees 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.




 









 








          (c) You will not, without the prior written consent of each of the Security Trustees, (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 Trustees, the Secured Parties and their successors,
transferees and assigns.




          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, NATIONAL
ASSOCIATION,
not in its individual capacity,


but solely as the First Lien Security Trustee,


the Second Lien Security Trustee, the Third


Lien Security Trustee and the Fourth Lien


Security Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Acknowledged and agreed to as of

the date first above written:




	 	 	 	 	 
	[NAME OF OBLIGOR]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






2









 





SCHEDULE I

CONSENT AND AGREEMENT




COLLECTION ACCOUNT INFORMATION





3









 








EXHIBIT C-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE – FIRST LIEN




FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN (MSN [          ])




     THIS FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN (MSN [          ]) (this “Agreement”)
dated as of October 13, 2009, is made by and between [          ], as grantor (the “Grantor”),
and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the Security Trustee, the Second Lien Security Trustee, the Third Lien Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). 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, the Grantor has entered into the Borrower Party Guarantee Agreement (the “First
Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee certain of
the obligations of American International Group, Inc. (“AIG”) under the Credit Agreement
dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as amended,
restated, amended and restated or otherwise modified from time to time, the “Parent Credit
Agreement”); 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 First Lien
Guarantee Agreement; 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 on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents 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.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage 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 MORTGAGE 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.




2









 








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: [          ]




          If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




3









 








     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]




4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – First Lien 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,


NATIONAL ASSOCIATION, not in its individual


capacity
but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






5









 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT– FIRST LIEN




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” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Grantor” has the meaning specified in the recital of parties to 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 Transaction Documents;
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.




          “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” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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



6









 






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” (as defined in
the Aircraft Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “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 given to the term “First Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “First Lien Secured Parties” in the
Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage Agreement.




7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN




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.



     2. “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.




8









 








EXHIBIT C-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE – SECOND LIEN




FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN (MSN [          ])




     THIS FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN (MSN [          ]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [          ], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Second Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”) and the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Security Trustee, the Third Lien Security Trustee and the Fourth
Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. 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 Irish SPC and the California SPC, and certain other borrowers party
thereto, as co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, the
French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, Holdings, AIG Funding,
Inc., as lender (the “Lender”) and the Security Trustee have entered into the Credit
Agreement, dated as of the date hereof (the “Credit Agreement”), pursuant to which the
Lender has made the Loan to the Borrowers; 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 Credit Agreement,
among other things; 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 on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents 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
subordinated security interest to the Security Trustee, subject and subordinate in all respects
only to the Lien of the Senior Secured Parties, if any, and subject to no other 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.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage 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 MORTGAGE 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.




2









 








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: [          ]




          If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




3









 








     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]




4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Second Lien 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, 

NATIONAL ASSOCIATION,
not in its individual 

capacity
but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







5











 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT — SECOND LIEN




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” has the meaning assigned to such term in Section 1(c) of this Agreement.




“Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




“Grantor” has the meaning specified in the recital of parties to 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 Transaction Documents;
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.




          “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” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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



6









 







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” (as defined in
the Aircraft Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “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 given to the term “Second Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “Second Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” has the meaning given to the term “First Lien Secured Parties” in the
Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.



7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT — SECOND LIEN




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.



     2. “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.




8









 








EXHIBIT C-3

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE — THIRD LIEN




FAA MORTGAGE AND SECURITY AGREEMENT —THIRD LIEN (MSN [_____])




     THIS FAA MORTGAGE AND SECURITY AGREEMENT —THIRD LIEN (MSN [                    ]) (this “Agreement”)
dated as of October 13, 2009, is made by and between [                    ], as grantor (the “Grantor”),
and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Third
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the First Lien Security Trustee, the Second Lien Security Trustee, the Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). 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, the Grantor has entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); 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 Third Lien
Guarantee Agreement; 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 on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents 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
subordinated security interest to the Security Trustee, subject and subordinate in all respects to
the Lien of the Senior Secured Parties, and subject to no other 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.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage 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 MORTGAGE 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.




2









 








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: [                    ]



If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




3









 





     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]




4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement — Third Lien 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, NATIONAL ASSOCIATION, not in its individual 
capacity but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






5









 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT —THIRD LIEN




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” has the meaning assigned to such term in Section 1(c) of this Agreement.




“Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




“Grantor” has the meaning specified in the recital of parties to 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 Transaction Documents;
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.




          “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” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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



6









 







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” (as defined in
the Aircraft Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “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 given to the term “Third Lien Secured Obligations” in
the Aircraft Mortgage.




“Secured Parties” has the meaning given to the term “Third Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” means, collectively, the “First Lien Secured Parties” and the “Second
Lien Secured Parties”, each as defined in the Aircraft Mortgage.




“Transaction Documents” has the meaning set forth in the Aircraft Mortgage.



7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT —THIRD LIEN




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.



     2. “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.




8











 





EXHIBIT C-4

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE — FOURTH LIEN




FAA MORTGAGE AND SECURITY AGREEMENT — FOURTH LIEN (MSN [                    ])




     THIS FAA MORTGAGE AND SECURITY AGREEMENT — FOURTH LIEN (MSN [                    ]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [                    ], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Fourth Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”), the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee, and
the Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. 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 and AIG Funding, Inc. (“AIG Funding”) have entered into the Demand Note
Agreement, dated as of March 9, 2009, and the Demand Note Agreement, dated as of March 26, 2009
(collectively, the “Demand Note Agreements”), pursuant to which AIG Funding has made
certain Advances to ILFC; and



     WHEREAS, the Demand Note Agreements have been amended and restated as of October 13, 2009
pursuant to the Amended and Restated Credit Agreement (the “Amended and Restated Credit
Agreement”) among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish
Initial Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial
Intermediate Lessee, AIG Funding and the Security Trustee.



     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 Amended and
Restated Credit Agreement; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Party a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Party to enter into the



 









 







Transaction Documents 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
subordinated security interest to the Security Trustee, subject and subordinate in all respects to
the Lien of the Senior Secured Parties, and subject to no other 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.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on the Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage 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 MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF


2









 






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: [                    ]



If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111




3









 







Attention: Corporate Lease Group

Fax: (801) 246-5053




     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]




4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement — Fourth Lien 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, 

NATIONAL ASSOCIATION, not in
its individual 

capacity but solely as Security Trustee






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



5









 






	 	 	 	 	 



APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT — FOURTH LIEN




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 fourth recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Airframe” has the meaning assigned to such term in Schedule I attached hereto.




          “Engines” has the meaning assigned to such term in Schedule I attached hereto.




          “Grantor” has the meaning specified in the recital of parties to 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 Transaction Documents;
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.




          “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.




6









 








          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “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 given to the term “Fourth Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Party” has the meaning given to the term “Fourth Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” means, collectively, the “First Lien Secured Parties”, the “Second
Lien Secured Parties” and the “Third Lien Secured Parties”, each as defined in the Aircraft
Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




7









 








SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT — FOURTH LIEN




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.



     2. “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.



8









 





EXHIBIT D-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT — FIRST LIEN [LEASE ASSIGNMENT]




FAA MORTGAGE AND SECURITY AGREEMENT — FIRST LIEN (MSN [                    ])




     THIS FAA MORTGAGE AND SECURITY AGREEMENT — FIRST LIEN (MSN [                    ]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [                    ], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the First Lien Security Trustee (the “Security Trustee”) under the Aircraft
Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009,
among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY
AIRCRAFT LEASING LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC
LABUAN LTD. and the additional grantors referred to therein, as the grantors, WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION, as the Security Trustee, the Second Lien Security Trustee, the
Third Lien Security Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF
NEW YORK (the “FRBNY”). 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, the Grantor has entered into the First Lien Borrower Party Guarantee Agreement (the
“First Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); 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 First Lien
Guarantee Agreement; 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 Transaction
Documents 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 the lessee under each Assigned Lease, in
the following collateral (collectively, the “Mortgage Collateral”) attaching on the date of
this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on any Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;
	 
	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and




2









 






	 	 	 	interest of every nature whatsoever of the Grantor in and to the same and every part thereof;
and
	 	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage 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 MORTGAGE 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:




3









 







[                    ]

[ADDRESS]

Attention: [                    ]

Fax: [                    ]



If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




     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]




4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement — First Lien 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, 

NATIONAL ASSOCIATION, not in
its individual 

capacity but solely as Security Trustee






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




5











 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT — FIRST LIEN




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” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Assigned Lease” has the meaning specified in the third recital of this Agreement.




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




          “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, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “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 given to the term “First Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “First Lien Secured Parties”



6









 






in the Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




7









 








SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT — FIRST LIEN




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 [___].



     “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 [___].




8









 








EXHIBIT D-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT — SECOND LIEN [LEASE ASSIGNMENT]




FAA MORTGAGE AND SECURITY AGREEMENT — SECOND LIEN (MSN [___])




     THIS FAA MORTGAGE AND SECURITY AGREEMENT — SECOND LIEN (MSN [___]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [___], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Second Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”) and the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Security Trustee, the Third Lien Security Trustee and the Fourth
Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. 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 Irish SPC and the California SPC, and certain other borrowers party
thereto, as co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, the
French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, Holdings, AIG Funding
Inc., as the lender (the “Lender”) and the Security Trustee have entered into the Credit
Agreement, dated as of the date hereof (the “Credit Agreement”), pursuant to which the
Lender has made certain Loan to the Borrowers; 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 Credit Agreement,
among other things; 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



 









 







Transaction Documents 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
subordinated security interest to the Security Trustee, subject and subordinate in all respects to
the Lien of the Senior Secured Parties, and subject to no other prior interests of any Person
whatsoever except for the lessee under each Assigned Lease, in the following collateral
(collectively, the “Mortgage Collateral”) attaching on the date of this Agreement:





	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed any the Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;




2









 






	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; and
	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





          TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.



3









 




2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE 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: [_____]




               If to the Security Trustee:



4









 




Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




          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]




5









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement — Second Lien 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, 

NATIONAL ASSOCIATION, not in
its individual 

capacity but solely as Security Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






6









 






APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT — SECOND LIEN




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 assigned to such term in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Assigned Lease” has the meaning specified in the third recital of this Agreement.




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




          “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, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “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 given to the term “Second Lien Secured Obligations” in
the Aircraft Mortgage.




7









 








          “Secured Parties” has the meaning given to the term “Second Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” has the meaning given to the term “First Lien Secured Parties” in the
Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




8









 








SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT — SECOND LIEN




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 [___].



     “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 [___].




9









 








EXHIBIT D-3

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT — THIRD LIEN [LEASE ASSIGNMENT]




FAA MORTGAGE AND SECURITY AGREEMENT — THIRD LIEN (MSN [___])




     THIS FAA MORTGAGE AND SECURITY AGREEMENT — THIRD LIEN (MSN [___]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [___], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Third Lien Security Trustee (the “Security Trustee”) under the Aircraft
Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009,
among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY
AIRCRAFT LEASING LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC
LABUAN LTD. and the additional grantors referred to therein, as the grantors, WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION, as the First Lien Security Trustee, the Second Lien Security
Trustee, the Security Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF
NEW YORK (the “FRBNY”). 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, the Grantor has entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); 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 Third Lien
Guarantee Agreement; 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 Transaction
Documents 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
subordinated security interest to the Security Trustee, subject and subordinate in all respects to
the Lien of the Senior Secured Parties, and subject to no other prior interests of any Person
whatsoever except for the lessee under each Assigned Lease, in the following collateral
(collectively, the “Mortgage Collateral”) attaching on the date of this Agreement:





	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on an Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;
	 
	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance





2









 





	 	 	 	satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; and
	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





          TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.




3









 







2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE 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: [_____]




               If to the Security Trustee:



4









 




Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




          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]




5









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement — Third Lien 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, 

NATIONAL ASSOCIATION, not in
its individual 

capacity but solely as Security Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






6









 






APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT — THIRD LIEN




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” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Assigned Lease” has the meaning specified in the third recital of this Agreement.




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




          “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, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “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 given to the term “Third Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “Third Lien Secured Parties”



7









 






in the Aircraft Mortgage.




          “Senior Secured Parties” means, collectively, the “First Lien Secured Parties” and the “Second
Lien Secured Parties”, each as defined in the Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




8









 








SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT — THIRD LIEN




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 [___].



     “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 [___].




9












 





EXHIBIT D-4

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF
FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN [LEASE ASSIGNMENT]




FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN (MSN [                    ])




          THIS FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN (MSN [                    ]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [                    ], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Fourth Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”), and the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee and
the Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. 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 and AIG Funding, Inc. (“AIG Funding”) have entered into the Demand Note
Agreement, dated as of March 9, 2009, and the Demand Note Agreement, dated as of March 26, 2009
(collectively, the “Demand Note Agreements”), pursuant to which AIG Funding has made
certain Advances to ILFC; and




          WHEREAS, the Demand Note Agreements have been amended and restated as of October 13, 2009
pursuant to the Amended and Restated Credit Agreement (the “Amended and Restated Credit
Agreement”) among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish
Initial Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial
Intermediate Lessee, AIG Funding and the Security Trustee; 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 Amended and
Restated Credit Agreement; and




          WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Party 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 Party to enter into the Transaction
Documents 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 subordinated security interest to the Security Trustee, subject and
subordinate in all respects to the Lien of the Senior Secured Parties, and subject to no other
prior interests of any Person whatsoever except for the lessee under each Assigned Lease, in the
following collateral (collectively, the “Mortgage Collateral”) attaching on the date of
this Agreement:





	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on an Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned Lease;
and (iii) upon the occurrence of an Event of Default to demand,




2









 






	 	 	 	collect, receive and retain all rent and other sums which may from time to time become payable
under or in connection with any Assigned Lease;
	 
	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; and
	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





          TO HAVE AND TO HOLD the Mortgage 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 Mortgage 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



3









 






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, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




               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]




4









 








          IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Fourth Lien 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,
	 	 	NATIONAL ASSOCIATION, not in its individual
	 	 	capacity but solely as Security Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






5









 






APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN




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 fourth recital of this Agreement.



               “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.



               “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.



               “Amended and Restated Credit Agreement” has the meaning specified in the second recital of
this Agreement.



               “Assigned Lease” has the meaning specified in the fourth recital of this Agreement.



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



               “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, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.



               “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) 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” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.



               “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.



6









 





               “Secured Obligations” has the meaning given to the term “Fourth Lien Secured Obligations” in
the Aircraft Mortgage.



               “Secured Party” has the meaning given to the term “Fourth Lien Secured Party” in the Aircraft
Mortgage.



               “Senior Secured Parties” means, collectively, the “First Lien Secured Parties”, the “Second
Lien Secured Parties” and the “Third Lien Secured Parties”, each as defined in the Aircraft
Mortgage.



               “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.



7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN




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 [___].




          “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 [___].





8









 








EXHIBIT E-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN




FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN (MSN [___])




          THIS FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN (MSN [___]) (this “Assignment”),
dated as of October 13, is made by and between [___], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First Lien
Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the Security Trustee, the Second Lien Security Trustee, the Third Lien Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in the
Aircraft Mortgage.




W I T N E S S E T H:




          WHEREAS, the Grantor has entered into the First Lien Borrower Party Guarantee Agreement (the
“First Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); 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 First Lien
Guarantee Agreement; and




          WHEREAS, the Grantor has agreed to secure the First Lien 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 (the “Assigned Leases”); and




          NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other First Lien Secured Parties:




1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the other First Lien Secured Parties, and grants to the Security Security Trustee for its
benefit and the benefit of the other First Lien Secured Parties, a first priority security interest in and to each Assigned Lease,
and all amendments, supplements, schedules, receipts




 









 







and acceptance certificates executed or delivered pursuant thereto, and subject to section 2 below
together with all of the Grantor’s rights as lessor thereunder including without limitation: (i)
all rights, if any, under § 1110 of the Bankruptcy Code of the United States or any statute of
similar import (whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments with
respect to any manufacturer’s warranty, in each case payable with respect to the aircraft, the
aircraft engines or other property which is the subject of any Assigned Lease; and (iii) upon the
occurrence of an Event of Default to demand, collect, receive and retain all rent and other sums
which may from time to time become payable under or in connection with any Assigned Lease.



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.]




2









 








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, 

NATIONAL ASSOCIATION, not in its individual


capacity but solely as
Security Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






3









 






Schedule 1

to FAA Lease Security Assignment (MSN [                    ])




Description of Lease Agreements




4









 





EXHIBIT E-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT – SECOND LIEN




FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN (MSN [___])




          THIS FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN (MSN [___]) (this “Assignment”),
dated as of October 13, is made by and between [___], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Second
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC. (“Holdings”), SHREWSBURY
AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES AIRCRAFT, INC. (the “California
SPC”), ILFC IRELAND LIMITED (the “Irish Initial Intermediate Lessee”), ILFC FRANCE
S.A.R.L. (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD. (the “Labuan
Initial Intermediate Lessee”) and the additional grantors referred to therein, as the grantors,
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the First Lien Security Trustee, the Security
Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee and the FEDERAL
RESERVE BANK OF NEW YORK. Capitalized terms used and not defined herein are used as defined in the
Aircraft Mortgage.




W I T N E S S E T H:




          WHEREAS, ILFC, the Irish SPC and the California SPC, and certain other borrowers party
thereto, as co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, French
Initial Intermediate Lessee, Labuam Initial Intermediate Lessee, Holdings, AIG Funding, Inc., as
the lender (the “Lender”), and the Security Trustee have entered into the Credit Agreement,
dated as of the date hereof (the “Credit Agreement”), pursuant to which the Lender has made
the Loan to the Borrowers; 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 Credit Agreement,
among other things; and




          WHEREAS, the Grantor has agreed to secure the Second Lien 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 (the “Assigned Leases”); and




          NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other Second Lien Secured Parties:




1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the other Second Lien Secured Parties, and grants to the Security




 









 







Trustee for its benefit and the benefit of the other Second Lien Secured Parties, a subordinated
security interest (subject and subordinate in all respects to the Lien of the Senior Secured
Parties) in and to each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, and subject to section 2 below
together with all of the Grantor’s rights as lessor thereunder including without limitation: (i)
all rights, if any, under § 1110 of the Bankruptcy Code of the United States or any statute of
similar import (whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments with
respect to any manufacturer’s warranty, in each case payable with respect to the aircraft, the
aircraft engines or other property which is the subject of any Assigned Lease; and (iii) upon the
occurrence of an Event of Default to demand, collect, receive and retain all rent and other sums
which may from time to time become payable under or in connection with any Assigned Lease.



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.]




2









 







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, NATIONAL
	 	 	ASSOCIATION, not in its individual capacity but solely as
	 	 	Security Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






3









 





Schedule 1

to FAA Lease Security Assignment — First Lien (MSN [          ])




Description of Lease Agreements




4









 





EXHIBIT E-3

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT — THIRD LIEN




FAA LEASE SECURITY ASSIGNMENT — THIRD LIEN (MSN [          ])




     THIS FAA LEASE SECURITY ASSIGNMENT — THIRD LIEN (MSN [          ]) (this “Assignment”),
dated as of October 13, is made by and between [          ], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Third Lien
Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the First Lien Security Trustee, the Second Lien Security Trustee, the Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in the
Aircraft Mortgage.



W I T N E S S E T H:




     WHEREAS, the Grantor has entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); 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 Third Lien
Guarantee Agreement; and



     WHEREAS, the Grantor has agreed to secure the Third Lien 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 (the “Assigned Leases”); and



     NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other Third Lien Secured Parties:


1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the other Third Lien Secured Parties, and grants to the Security Trustee
for its benefit and the benefit of the other Third Lien Secured Parties, a subordinated security
interest (subject and subordinate in all respects to the Lien of the Senior Secured Parties) in and


 









 






to each Assigned Lease, and all amendments, supplements, schedules, receipts and acceptance
certificates executed or delivered pursuant thereto, and subject to section 2 below together with
all of the Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if
any, under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or hereinafter
enacted); (ii) all rights to receive payment of insurance proceeds and payments with respect to any
manufacturer’s warranty, in each case payable with respect to the aircraft, the aircraft engines or
other property which is the subject of any Assigned Lease; and (iii) upon the occurrence of an
Event of Default to demand, collect, receive and retain all rent and other sums which may from time
to time become payable under or in connection with any Assigned Lease.



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.]




2









 







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, 

NATIONAL ASSOCIATION, not in its
individual 

capacity but solely as Security Trustee	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 
	 	 





3









 





Schedule 1

to FAA Lease Security Assignment — Third Lien (MSN [          ])




Description of Lease Agreements




4









 





EXHIBIT E-4

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT — FOURTH LIEN




FAA LEASE SECURITY ASSIGNMENT — FOURTH LIEN (MSN [          ])




     THIS FAA LEASE SECURITY ASSIGNMENT — FOURTH LIEN (MSN [          ]) (this “Assignment”),
dated as of October 13, is made by and between [          ], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Fourth
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC. (“Holdings”), SHREWSBURY
AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES AIRCRAFT, INC. (the “California
SPC”), ILFC IRELAND LIMITED (the “Irish Initial Intermediate Lessee”), ILFC FRANCE
S.A.R.L. (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD. (the “Labuan
Initial Intermediate Lessee”), and the additional grantors referred to therein, as the
grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the First Lien Security Trustee, the
Second Lien Security Trustee, the Third Lien Security Trustee and the Security Trustee and the
FEDERAL RESERVE BANK OF NEW YORK. Capitalized terms used and not defined herein are used as
defined in the Aircraft Mortgage.



W I T N E S S E T H:




     WHEREAS, ILFC and AIG Funding, Inc. (“AIG Funding”) have entered into the Demand Note
Agreement, dated as of March 9, 2009, and the Demand Note Agreement, dated as of March 26, 2009
(collectively, the “Demand Note Agreements”), pursuant to which AIG Funding has made
certain Advances to ILFC; and



     WHEREAS, the Demand Note Agreements have been amended and restated as of October 13, 2009
pursuant to the Amended and Restated Credit Agreement (the “Amended and Restated Credit
Agreement”) among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish
Initial Intermediate Lessee, the French Initial Intermediate Lessee, the Labuan Initial
Intermediate Lessee, AIG Funding and the Security Trustee; 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 Amended and
Restated Credit Agreement; and



     WHEREAS, the Grantor has agreed to secure the Fourth Lien 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 (the “Assigned Leases”); and



 









 





     NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other Fourth Lien Secured Party:


1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the Fourth Lien Secured Party, and grants to the Security Trustee for
its benefit and the benefit of the Fourth Lien Secured Party, a subordinated security interest
(subject and subordinate in all respects to the Lien of the Senior Secured Parties) in and to each
Assigned Lease, and all amendments, supplements, schedules, receipts and acceptance certificates
executed or delivered pursuant thereto, and subject to section 2 below together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any, under §
1110 of the Bankruptcy Code of the United States or any statute of similar import (whether of the
United States or any other jurisdiction and whether now in effect or hereinafter enacted); (ii) all
rights to receive payment of insurance proceeds and payments with respect to any manufacturer’s
warranty, in each case payable with respect to the aircraft, the aircraft engines or other property
which is the subject of any Assigned Lease; and (iii) upon the occurrence of an Event of Default to
demand, collect, receive and retain all rent and other sums which may from time to time become
payable under or in connection with any Assigned Lease.



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.]




2









 







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, 

NATIONAL ASSOCIATION, not in its
individual 

capacity but solely as Security Trustee	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 
	 	 






3









 






Schedule 1

to FAA Lease Security Assignment — Fourth Lien (MSN [          ])




Description of Lease Agreements




4









 





EXHIBIT F-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF NOTICE OF ASSIGNMENT




	 	 	 
	From:

	 	[                    ] (the “Lessor”)
	 
	 	 
	To:

	 	[                    ] (the “Lessee”)






[DATE]



Ladies and Gentlemen:



We refer to the [Aircraft Lease Agreement] dated as of [                    ] (as amended and supplemented,
the “Lease”) entered into between Lessee and Lessor pertaining to one (1)
[MANUFACTURER/MODEL] aircraft bearing manufacturer’s serial number [MSN] and registration number
[REG] and [MANUFACTURER/MODEL] engines bearing manufacturer’s serial numbers [ESN] and [ESN], each
of which is a jet propulsion engine bearing at least 1750 pounds of thrust or the equivalent
thereof.



Any and all initially capitalized terms used herein shall have the meanings ascribed thereto in the
Lease, unless specifically defined herein.



The Lessor hereby gives you notice that by that certain Aircraft Mortgage and Security Agreement
dated as of [                    ], 2009, and made between the parties named therein including Lessor and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the First Lien Security Trustee (the
“Senior Security Trustee”), the Second Lien Security Trustee (the “Second Lien Security
Trustee”), the Third Lien Security Trustee (the “Third Lien Security Trustee”) and the
Fourth Lien Security Trustee (the “Fourth Lien Security Trustee”) (together with the Senior
Security Trustee, the Second Lien Security Trustee and the Third Lien Security Trustee,
collectively, the “Security Trustees”), the Lessor has assigned to the Security Trustees 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”). The Lessor also notifies
you that each of the Security Trustees is a [Security Trustee] as defined under the Lease.



Notwithstanding any contrary provision in the Lease, (a) WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as Senior Security Trustee, shall be the loss payee, a contract party and an
additional insured on all hull and war risk policies of insurance; and



(b) from the date hereof, all amounts payable by you under the Lease shall be paid to Account No. [       ] in the name of the Lessor at JP Morgan Chase Bank, NA, New York, [additional details], until
and unless the Security Trustee otherwise directs you in writing.




 









 







You are hereby authorized and required to comply with the directions of the Security Trustees in
this letter and in your acknowledgment letter.



This notice and the instructions herein contained are irrevocable. Please acknowledge receipt of
this notice to the Security Trustees 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 Security Trustees that the Security Trustees shall not be bound by, nor have any
liability to you for the performance of, any of the obligations of the Lessor under the Lease save
and to the extent otherwise expressly agreed in writing by the Security Trustees 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 [New York]/[English] law.



Very truly yours,



[                    ]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







2









 








EXHIBIT F-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF ACKNOWLEDGMENT




	 	 	 
	From:

	 	[LESSEE] (the “Lessee”)
	 
	 	 
	To:

	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as First Lien
Security Trustee, Second Lien Security Trustee, Third Lien Security Trustee and
Fourth Lien Security Trustee
	 
	 	 
	 

	 	[                    ] (the “Lessor”)






[DATE]



Ladies and Gentlemen:



We acknowledge receipt of a Notice of Assignment dated [                    ] (the “Assignment
Notice”), relating to the assignment by the Lessor to the Security Trustees of the Lease
referred to below pursuant to the Security Assignment. 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 assigned by way of security to the Security Trustees all rights, title and interest of the
Lessor under the Aircraft Lease Agreement dated as of [                    ] (as amended and supplemented,
the “Lease”) entered into between Lessee and Lessor pertaining to one (1)
[MANUFACTURER/MODEL] aircraft bearing manufacturer’s serial number [MSN] and registration number
[REG] and [MANUFACTURER/MODEL] engines bearing manufacturer’s serial numbers [ESN] and [ESN], each
of the engines which is a jet propulsion bearing at least 1750 pounds of thrust of the equivalent
thereof. In consideration of payment to us of US$1 [and the issue to us of a quiet enjoyment
letter], receipt of which we hereby acknowledge, we hereby agree as follows:



Subject to (2) below, to comply with the provisions of the Assignment Notice.





	1.	 	If any Security Trustee issues to us a notice (a “Relevant Notice”) that its rights
as assignee under the Security Assignment have become exercisable we agree that we shall
thereafter (a) perform, observe and comply with all our other undertakings and obligations
under the Lease in favor and for the benefit of such Security Trustee as if such Security
Trustee were named as lessor therein instead of the Lessor; and (b) if such Security Trustee
so requests and has succeeded to the interests of the Lessor under the Lease, enter into a
lease with such Security Trustee or its nominee, on the same terms (mutatis mutandis) as the
Lease, provided that (i) no such new lease shall have the effect of releasing the
Lessor from any of its obligations to us under the Lease, (ii) Lessee shall




 









 






	 	 	not be responsible for any additional costs, expenses or charges, including but not limited
to increased withholding tax liability, which result from entering into such lease and (iii)
from and after the date of the Assignment Notice we shall make all payments under the Lease
as provided in the Assignment Notice or as such Security Trustee shall direct.






	2.	 	If the Lessor is in breach of any of its obligations, express or implied, under the Lease, or
if any event occurs which would permit us to terminate, cancel or surrender the Lease we will,
without waiving any such breach or right after the 14-day period referenced below if such
breach has not been performed or a new lease has not been entered into, (a) promptly upon
becoming aware of it, give each of the Security Trustees notice of such breach or event, (b)
accept as adequate remedy for any such breach performance by any Security Trustee of such
obligations within 14 days of our written notice to the Security Trustees; and/or (c) if any
Security Trustee so requests and has succeeded to the interests of the Lessor under the Lease,
enter into a lease with such Security Trustee on terms identical to the Lease, mutatis
mutandis; provided, however, that Lessee shall not be responsible for any
additional costs, expenses or charges, including but not limited to increased withholding tax
liability, which result on the date hereof from entering into such lease.
	 
	3.	 	We agree that after issue by any Security Trustee of any Relevant Notice, we shall not
recognize the exercise by the Lessor of any of its rights and powers under the Lease unless
and until requested to do so by such Security Trustee.
	 
	4.	 	We agree that after receipt of a Relevant Notice the Security Trustees shall have the
benefits, rights and privileges of the net lease provisions of the Lease and agree that we are
bound by provisions as though the same were set out herein in full mutatis mutandis.
	 
	5.	 	No notice of assignment (other than the Assignment Notice) has been received by the Lessee
or, if the Lessee has received any notice of assignment, such notice has been terminated.
	 
	6.	 	This acknowledgment shall be governed by and construed in accordance with [New
York]/[English] law.





Very truly yours,

[LESSEE]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







2











 




EXHIBIT F


FORM OF DESIGNATED 

BORROWER/INTERMEDIATE LESSEE 

REQUEST AND ASSUMPTION AGREEMENT


Date:                     , _____


To:

AIG Funding, Inc., as Lender

180 Maiden Lane, 24th Floor

New York, NY 10038

Attn: Neil Friedman


Federal Reserve Bank of New York

33 Liberty Street

New York, NY 10045

Attn: James R. Hennessey, Legal Department;

          Steven J. Manzari, Credit, Investment & Payment Risk


Ladies and Gentlemen:


     This Designated Borrower/Intermediate Lessee Request and Assumption Agreement (the
“Agreement”) is made and delivered pursuant to Section 2.12[(c)][(d)] of that certain Amended and
Restated Credit Agreement, dated as of October 13, 2009 among International Lease Finance
Corporation, a California corporation (the “Company”), States Aircraft, Inc., a California
corporation, Shrewsbury Aircraft Leasing Limited, a private limited liability company incorporated
under the laws of Ireland, the Designated Borrowers from time to time party thereto, Top Aircraft,
Inc., a California corporation, ILFC Ireland Limited, a private limited liability company
incorporated under the laws of Ireland, ILFC France S.a.r.l., a société à responsabilité limitée
organized under the laws of France, ILFC Labuan Ltd., a Labuan private limited liability company
incorporated under the Offshore Companies Act 1990 of Malaysia, the Intermediate Lessees from time
to time party thereto, the Lender party thereto and Wells Fargo Bank Northwest, National
Association, as Security Trustee (the “Credit Agreement”).



     Each of                      [(the “Designated Borrower”)][(the “Intermediate Lessee”)] and
the Company hereby confirms, represents and warrants to the Lender Parties and the FRBNY that the
[Designated Borrower][Intermediate Lessee] is an SPC that is a Subsidiary of Holdings.



     The documents required to be delivered to the Administrative Agent and the Security Trustee
under Section 2.12[(c)][(d)] of the Credit Agreement have



 








 




been furnished to the Lender Parties and the FRBNY in accordance with the requirements of the
Credit Agreement.


     The true and correct unique identification number that has been issued to the [Designated
Borrower][Intermediate Lessee] by its jurisdiction of organization and the name of such
jurisdiction are set forth below:



	 	 	 	 	 
	Identification Number	 	Jurisdiction of Organization
	 
	 	 	 	 





     The parties hereto hereby confirm that with effect from the date hereof, the [Designated
Borrower][Intermediate Lessee] shall have obligations, duties and liabilities toward each of the
other parties to the Loan Documents identical to those which the [Designated Borrower][Intermediate
Lessee] would have had if the [Designated Borrower][Intermediate Lessee] had been named as an
original party to the Loan Documents on the Effective Date. The [Designated Borrower][Intermediate
Lessee] confirms its acceptance of, and consents to, all representations and warranties, covenants
and other terms and provisions of the Loan Documents applicable to such [Designated
Borrower][Intermediate Lessee] as if it had been named as an original party to the Loan Documents
on the Effective Date.



     This Agreement shall constitute a Loan Document.



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



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF DESIGNATED BORROWER/INTERMEDIATE LESSEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 








 





	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and agreed:	 	 
	 
	 	 	 	 
	AIG FUNDING, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	FEDERAL RESERVE BANK OF NEW YORK	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 








 





EXHIBIT G-1A




Form of Opinion of Clifford Chance US LLP




To the Addressees Listed on Schedule 1




Ladies and Gentlemen:



We have acted as New York counsel to International Lease Finance Corporation (the “Company”) and
the other Obligors as defined below in connection with the Credit Agreement (the “Credit
Agreement”) dated as of October 13, 2009 among the Company, ILFC Labuan Ltd. (“ILFC Labuan”), ILFC
France S.a.r.l. (“ILFC France”), ILFC Ireland Limited (“ILFC Ireland”), Top Aircraft, Inc.
(“Holdings”), States Aircraft, Inc. (“US Borrower”), Shrewsbury Aircraft Leasing Limited (“Irish
Borrower”), Wells Fargo Bank Northwest, National Association as security trustee (the “Security
Trustee”) and AIG Funding, Inc. (“Lender”).



Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in
the Credit Agreement and in the Restated Credit Agreement (as defined below). This opinion is
delivered pursuant to Section 4.01(c)(i) of each of the Credit Agreement and the Restated Credit
Agreement.



In rendering the opinions expressed below, we have examined executed copies of the following
documents:





	 	(a)	 	Credit Agreement;
	 
	 	(b)	 	Note dated October 15, 2009 issued by the Company, US Borrower and Irish Borrower in
favor of the Lender in the original principal amount of $2,000,000,000 (the “Note”);
	 
	 	(c)	 	Amended and Restated Credit Agreement dated as of October 13, 2009 among the same
parties as are parties to the Credit Agreement (the “Restated Credit Agreement”);
	 
	 	(d)	 	Amended and Restated Note dated October 15, 2009 issued by the Company, US Borrower and
Irish Borrower in favor of the Lender in the original principal amount of $1,700,000,000
(the “Restated Note”);
	 
	 	(e)	 	Aircraft Mortgage and Security Agreement (the “Security Agreement”) dated as of October
13, 2009 among the Company, ILFC Labuan, ILFC France, ILFC Ireland, US Borrower, Irish
Borrower, Holdings, the additional grantors party thereto, the Security Trustee and the
Federal Reserve Bank of New York (“FRBNY”);
	 
	 	(f)	 	Deposit Account Control Agreement (the “ILFC Deposit Account Control Agreement”) dated
as of October 13, 2009 among the Company, the Security Trustee and JPMorgan Chase Bank
N.A., as depositary bank (the “Depositary”);
	 
	 	(g)	 	Deposit Account Control Agreement (the “ILFC Labuan Deposit Account Control Agreement”)
dated as of October 13, 2009 among ILFC Labuan, the Security Trustee and JPMorgan Chase
Bank N.A., as depositary bank (the “Depositary”);
	 
	 	(h)	 	First Lien Borrower Party Guarantee (the “First Lien Guarantee”) dated as of October
13, 2009 among the Company, ILFC Labuan, ILFC France, ILFC Ireland, US




 









 






	 	 	 	Borrower, Irish
Borrower, Holdings, the additional guarantors party thereto in favor of the FRBNY;
	 
	 	(i)	 	Third Lien Borrower Party Guarantee (the “Third Lien Guarantee”) dated as of October
13, 2009 among the Company, ILFC Labuan, ILFC France, ILFC Ireland, US Borrower, Irish
Borrower, Holdings, the additional guarantors party thereto in favor of the FRBNY;
	 
	 	(j)	 	Share Certificate of Holdings dated as of September 18, 2009 (the “Holdings Share
Certificate”) delivered at the Closing; and
	 
	 	(k)	 	Share Certificate of US Borrower dated as of September 18, 2009 (the “US Borrower Share
Certificate”) delivered at the Closing ((g) and (h) collectively, the “Pledged Shares”).




Each of Holdings, US Borrower and the Company is referred to herein as a “US Obligor”. ILFC
France, ILFC Ireland, ILFC Labuan and Irish Borrower and each US Obligor is referred to herein as
an “Obligor”. Each of the Credit Agreement, the Note, the Restated Credit Agreement, the Restated
Note, the Security Agreement, the ILFC Deposit Account Control Agreement, the ILFC Labuan Deposit
Account Control Agreement, the First Lien Guarantee and the Third Lien Guarantee, is referred to
herein as a “Transaction Document”. Each of the Security Agreement and the Deposit Account
Agreement is referred to herein as a “Security Document”.



We have also examined and relied upon such records and statements and certificates of public
officials and representatives and officers of the Obligors and other persons as we have deemed
necessary as a basis for the opinions expressed below. As to factual matters relevant to our
opinions expressed below, we have, without independent investigation, relied upon the foregoing and
the representations and warranties made in or pursuant to the Transaction Documents. We have not
reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body
or agency or conducted any other investigation or inquiry or otherwise established or verified any
factual matter.



In such examination, we have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as certified or photostatic copies.



Except as expressly opined on by us below, we have assumed, without investigation: (i) the due
organization, valid existence and, to the extent applicable, good standing of each party to the
Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and
authority to execute, deliver and perform its obligations under the Transaction Documents to which
it is a party; (iii) that each Transaction Document has been duly authorized, executed and
delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding
and enforceable obligation of each party thereto; (v) that the execution, delivery and performance
by each party of the Transaction Documents to which it is a party do not contravene such party’s
constitutional documents, violate any law, rule or regulation applicable to such party or result in
any conflict with or breach of any agreement or instrument to which such party is a party or by


 









 






which such party is bound; (vi) that each party to the Transaction Documents has obtained or made
all consents, approvals, authorizations, filings, registrations, qualifications or recordations
with each Governmental Authority required in connection with the execution, delivery and
performance of the Transaction Documents; (vii) for purpose of the Uniform Commercial Code of the
State of New York (the “NYUCC”) Irish Borrower, ILFC Ireland, ILFC Labuan and ILFC France are
deemed located in Washington D.C.; (viii) all applicable filings, registrations, recordations or
other actions necessary to perfect as to ownership or security interest (except as set forth
herein) including under the Cape Town Convention have been made; and (ix) the accuracy and
completeness as of the date hereof of the certificates and other information and statements
delivered or made to us by representatives and officers of each Obligor.



We have made no investigation or review of any matters relating to the Obligors or any other person
or entity other than as expressly described herein. Further, we have made no special investigation
of the business operations of the Obligors or any other person or entity for the purpose of
identifying laws or regulations to which the Obligors or any other person or entity are subject.
With reference particularly to our opinion in paragraph 3 below, we note that our representation of
the Obligors is limited to this and similar transactions and that we are not generally familiar
with their respective affairs or operations.



We have also assumed that:





	(i)	 	all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes
“tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only
in the State of Utah, and any “certificated securities” (as such term is defined in Article 9
of the NYUCC) constituting Collateral under any Security Document, including each certificate
for the Shares, together with transfer instruments executed in blank with respect thereto, are
located only in the State of New York and, in each case, are in the possession of the Security
Trustee;
	 
	(ii)	 	the Collateral subject to the Lien of such of the Security Documents exists, and each
applicable Obligor has rights in the applicable Collateral and has the power to transfer its
respective rights in the applicable Collateral;
	 
	(iii)	 	the descriptions of the Collateral contained in, or attached as schedules to, the applicable
Security Documents sufficiently describe the Collateral intended to be covered by such
Security Documents;
	 
	(iv)	 	the Collateral does not include any “cooperative interest” or “commercial tort claim” (as
such terms are defined in Article 9 of the NYUCC); and
	 
	(vi)	 	except for the Cape Town Convention and the FAA Act, for purposes of Article 9 of the NY UCC,
no statute, regulation or treaty of the United States is applicable to any of the Collateral.




Based upon the foregoing and subject to the qualifications and limitations set forth below, we are
of the opinion that:




 









 








     1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto,
enforceable against such Obligor in accordance with its terms.



     2. The execution and delivery by each Obligor of the Transaction Documents to which it is a
party does not, and the performance by each Obligor of its obligations thereunder will not, cause
such Obligor to violate any Generally Applicable Law (defined below).



     3. No consent, approval or authorization of, and no filing, registration, qualification or
recordation with, United States federal or State of New York governmental authorities pursuant to
any Generally Applicable Law is required in connection with the execution, delivery and performance
by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are
specified in the Transaction Documents, (b) filings necessary to create, record, perfect or
maintain the security interests created by the Security Documents, (c) those that have been duly
obtained, taken or made and (d) in the case of Collateral constituting securities, as may be
required in connection with any disposition of such Collateral.



     4. Each Security Document is effective to create in favor of the Security Trustee a valid
security interest in all right, title and interest of each Obligor in the Collateral (as defined
therein) to secure the Secured Obligations, in each case to the extent a security interest may be
created under Article 9 of the NYUCC.



     5. Each Uniform Commercial Code financing statement a copy of which is attached hereto
(“Financing Statement”) is in the form required by the Uniform Commercial Code of the jurisdiction
named therein.



     6. Upon the filing of each Financing Statement in the filing office named therein, the
registration on the International Registry of all applicable International Interests with respect
to the Collateral described therein, and the filing for recordation of the FAA Aircraft Mortgage
and Security Agreements with respect to all Aircraft registered with the FAA, the Security Trustee
will have a perfected security interest in the Collateral, to the extent the perfection of a
security interest may be effected under the NYUCC, the Uniform Commercial Code of the State of
California (the “CALUCC”) and the Uniform Commercial Code of the District of Columbia (the “DCUCC”)
by the filing of a financing statement; provided, however, that under statutes, regulations and
treaties of the United States the recordation of the FAA Aircraft Mortgage and Security Agreements
with the FAA, and the registration on the International Registry of the applicable International
Interests, are required to perfect a security interest in Aircraft, Engines and Parts as provided
in the FAA Act and Aircraft Objects as provided in the Cape Town Convention.



     7. Upon delivery to the Security Trustee in the State of New York of a security certificate in
registered form representing the Pledged Shares or a portion thereof together with endorsement of
such security certificate to the Security Trustee or in blank by an effective endorsement, the
Security Trustee will have a perfected security interest in such Collateral (or portion thereof)
for so long as such security certificate is held by the Security Trustee in the State of New York.



     8. Upon execution and delivery of the ILFC Deposit Account Control Agreement and of the Labuan
Deposit Account Control Agreement, the Security Trustee will have a perfected security interest



 









 




in each deposit account identified in the ILFC Deposit Account Control Agreement and the Labuan
Deposit Account Control Agreement.


As used herein, “Generally Applicable Law” means any law otherwise included within the scope of
this opinion that a New York lawyer exercising customary professional diligence would reasonably be
expected to recognize as being currently applicable to the Obligors, the Transaction Documents or
the transactions contemplated thereby, including the grants of the security interests, excluding
securities laws and any law that is applicable to the Obligors, the Transaction Documents or the
transactions contemplated thereby, including the grants of the security interests, solely because
of the specific assets or business of any party to any of the Transaction Documents or any of its
affiliates. In particular, but without limitation, we express no opinion upon the application or
effect of (i) any customs, international trade or other laws relating to the possession, import,
export, use, operation, maintenance, repair or replacement of or the nature of any equipment, or
any interest therein; (ii) federal or state antitrust and unfair competition, environmental,
intellectual property, pension and employee benefit, or securities (including “blue sky”) laws;
(iii) federal or state laws relating to aviation, banking, communications, customs, insurance,
international trade, public utilities or taxation; (iv) federal and state laws and policies
relating to (A) national and local emergencies and (B) deference to acts of sovereign states,
including court orders; (v) federal or state criminal and civil forfeiture laws; (vi) other federal
and state statutes of general application to the extent they provide for criminal prosecution
(e.g., mail fraud and wire fraud statutes); and (vii) the laws of any counties, cities, towns,
municipalities and special political subdivisions or agencies thereof; and in the case of each of
the foregoing, all rules and regulations promulgated thereunder or administrative or judicial
decisions with respect thereto.


Our opinions set forth above are subject to the following qualifications and limitations:


     (a) Our opinion set forth in paragraph 1 above is subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the
enforcement of creditors’ rights and general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).


     (b) We express no opinion on the effect of the Cape Town Convention on any issue
covered in this opinion letter except as expressly provided in paragraph 6 above.


     (c) We express no opinion as to any provision of a Transaction Document that provides
the terms thereof may not be waived or modified except in writing, which may be limited
under certain circumstances.


     (d) We express no opinion as to any provision in a Transaction Document asserting that
the partial invalidity of one or more provisions thereof shall not invalidate the remaining
provisions thereof.


     (e) We express no opinion with respect to any indemnification or reimbursement
obligation or limitation on liability contained in a Transaction Document, insofar as such


 








 







provision provides exculpation or exemption from, or requires indemnification or
reimbursement of a party for, its own action or inaction, where such action or inaction
involves such party’s
gross negligence, recklessness or wilful or unlawful misconduct or to the extent any
such provision is contrary to public policy.




     (f) Certain of the remedial provisions of a Security Document may be further limited or
rendered unenforceable by applicable law, but in our opinion such law does not make the
remedies afforded by such Security Document inadequate for the practical realization of the
principal benefits intended to be provided thereby.




     (g) United States federal court jurisdiction is limited by Section 28 U.S.C. § 1332
where diversity of citizenship is lacking and, even where diversity exists, federal courts
retain the power to transfer an action from one federal court to another under 28 U.S.C. §
1404(a) or to dismiss by reason of the doctrine of forum non conveniens.




     (h) We express no opinion as to title to any property or whether a United States
federal court or state court outside of the State of New York would give effect to the
choice of New York law provided for in a Transaction Document. Our opinion as to the
legality, validity, binding effect and enforceability of the governing law provisions of
each Transaction Document is based solely on Section 5-1401 of the New York General
Obligations Law. Our opinion as to the legality, validity, binding effect and
enforceability of the provisions of each Transaction Document in respect of the submission
to the jurisdiction of the courts of the State of New York is based solely on Section 5-1402
of the New York General Obligations Law.




     (i) We express no opinion, except as expressly set forth herein, as to the creation,
perfection or priority of any lien, pledge or security interest.




     (j) We express no opinion as to Section 9.07 of the Security Agreement insofar as such
Sections relate to indemnities against loss in converting from amounts denominated or paid
in one currency into a second currency. We note that, generally, all judgments and decrees
rendered by a federal or state court sitting in the State of New York are denominated in
U.S. Dollars; under the laws of the State of New York, however, where a cause of action is
based on an obligation denominated in another currency, any judgments or decrees must be
rendered or entered in such currency and be converted into U.S. Dollars at the rate of
exchange prevailing on the date of entry of the judgment or decree.




     (k) We express no opinion as to any provision of a Transaction Document that purports
to (i) grant rights of set-off to any person not a party thereto or (ii) permit set-off to
be made without notice.




     (l) We express no opinion as to any provision of any Transaction Documents that
purports to waive or exclude the rights of any person to commence any bankruptcy,
reorganization, insolvency or similar proceeding or purports to waive notice of
acceleration.




     (m) We express no opinion as to the effect of (i) the compliance or non-compliance of
any Obligor, the Security Trustee or any other person or entity with any state or federal
laws or regulations applicable to such party because of its legal or regulatory status or
the nature of its



 









 







business or (ii) the failure of any person or entity to be duly authorized
to conduct business in any jurisdiction.




     (n) We also express no opinion as to the applicability to, or effect on, the
obligations of any Opinion Party under any Transaction Document of Section 547 or 548 of the
United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq. (as amended from time to time,
the “Bankruptcy Code”) or Article 10 of the New York Debtor and Creditor Law or any other
New York or Federal law relating to preferences or fraudulent transfers and obligations.




     (o) We call to your attention that a security interest of the Security Trustee in any
Collateral constituting “payment intangibles”, “general intangibles” or “accounts” (as such
terms are defined in Article 9 of the NYUCC) may be subject to the rights, claims and
defenses of account debtors and the terms of agreements with account debtors. In the case
of any Collateral which is itself secured by other property, we express no opinion with
respect to the Security Trustee’s rights in and to such underlying property.




     (p) Our opinion set forth in paragraph 4 above is subject to the further qualification
that: (i) in the case of proceeds, the Security Trustee’s security interest is limited as
provided in Sections 9-315 and 9-322 of the NYUCC; and (ii) Section 552 of the Bankruptcy
Code limits (subject to the exceptions set forth therein) the extent to which property
acquired by a debtor after the commencement of a case under the Bankruptcy Code may be
subject to a security interest arising from a security agreement entered into by the debtor
before the commencement of such case.




     (q) In rendering our opinion set forth in paragraph 4 above, we have assumed that value
has been given to each Obligor party to a Security Document.




     (r) In rendering our opinion set forth in paragraph 6 above, we have assumed that the
place of business or chief executive office, as applicable, for each of ILFC Ireland, ILFC
Labuan, ILFC France and the Irish Borrower, is not located in a jurisdiction whose law
generally requires information concerning the existence of a nonpossessory security interest
to be made generally available in a filing, recording or registration system as a condition
or result of the security interest’s obtaining priority over the rights of a lien creditor
with respect to the collateral.




     (s) In the case of Collateral in which the security interest of the Security Trustee
has been perfected by the filing of a Financing Statement, Article 9 of the Uniform
Commercial Code requires the filing of continuation statements within the period of six
months prior to the expiration of five years from the date of the original filings in order
to maintain the effectiveness of such filings.




     (t) The perfection of the Security Trustee’s security interest will be terminated as to
any Collateral acquired by a US Obligor more than four months after such US Obligor so
changes its name as to make the Financing Statement filed in respect of such US Obligor
seriously misleading, unless an amendment to such Financing Statement indicating the new
name of the relevant entity is properly filed before the expiration of such four months.



 









 




     (u) If any US Obligor changes its jurisdiction of organization to a new jurisdiction,
the Security Trustee’s security interest in certain of the Collateral will terminate four
months after such change (or, if earlier, when perfection would have ceased under the law of
the former jurisdiction), unless such security interest is perfected in such new
jurisdiction before termination.


The opinions expressed herein are limited to the federal laws of the United States, the laws of the
State of New York and, insofar as may be relevant to our opinions expressed herein in paragraphs 5
and 6, the CALUCC and the DCUCC. We are members of the bar of the State of New York and our
opinions relating to the CALUCC or the DCUCC are based solely on our review of statutory
compilations of such laws appearing in recognized reporting services.


The opinions set forth herein are rendered as of the date hereof and we disclaim any undertaking to
update this letter or otherwise advise you as to any changes of law or fact that may hereafter be
brought to our attention.


This opinion is rendered solely for your benefit in connection with the Credit Agreement and may
not be relied upon for any other purpose, or relied upon by any other person or entity without our
prior written consent in each instance.


 








 





Schedule 1




AIG Funding, Inc.




Wells Fargo Bank Northwest, National Association, as Security Trustee




The Federal Reserve Bank of New York 





 








 




EXHIBIT G-1B


Form of Opinion of In-House Counsel to the Parent Borrower


To the addressees listed on Schedule I attached hereto


Ladies and Gentlemen:


          This opinion is being delivered to you by the undersigned as a Corporate Counsel of
International Lease Finance Corporation, a California corporation (the “Parent Borrower”),
in connection with that certain (i) Credit Agreement, dated as of October 13, 2009 (the “Credit
Agreement”), by and among the Parent Borrower, States Aircraft, Inc., a California corporation
(the “U.S. Subsidiary Borrower”), Shrewsbury Aircraft Leasing Limited, a private limited
liability company incorporated under the laws of Ireland with registration number 475896 (the
“Irish Subsidiary Borrower” and together with the Parent Borrower and the U.S. Subsidiary
Borrower, the “Borrowers”), Top Aircraft, Inc., a California corporation
(“Holdings”), ILFC Ireland Limited, a private limited liability company incorporated under
the laws of Ireland with registration number 20936 (“ILFC Ireland”), ILFC France S.a.r.l.,
a société anonyme à responsabilité limitée incorporated under the laws of France (“ILFC
France”), ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the
Offshore Companies Act 1990 of Malaysia (“ILFC Labuan” and together with ILFC Ireland and
ILFC France, the “Initial Intermediate Lessees” and each, an “Initial Intermediate
Lessee”), AIG Funding, Inc., a Delaware corporation (the “Lender”) and Wells Fargo Bank
Northwest, National Association, as Security Trustee (in such capacity, the “Security
Trustee”), and (ii) Amended and Restated Credit Agreement, dated as of October 13, 2009 (the
“Amended Credit Agreement”), by and among the Borrowers, Holdings, the Initial Intermediate
Lessees, the Lender and the Security Trustee.


          This opinion is being furnished pursuant to Section 4.01(c) of the Credit Agreement and the
Amended Credit Agreement, respectively. Capitalized terms used and not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement.


          In rendering the opinions set forth herein, I have examined and relied on originals or copies
of the following:


          (a) an executed copy of the Credit Agreement;


          (b) an executed copy of that certain Promissory Note, dated as of October 15, 2009 (the
“Note”), made payable by the Borrowers to the order of the Lender in the original principal
amount of Two Billion Dollars ($2,000,000,000);


          (c) an executed copy of the Amended Credit Agreement;


 








 








          (d) an executed copy of that certain Promissory Note, dated as of October 15, 2009 (the
“Amended Note”), made payable by the Borrowers to the order of the Lender in the original
principal amount of One Billion Seven Hundred Million Dollars (US$1,700,000,000);




          (e) an executed copy of that certain First Lien Borrower Party Guarantee Agreement, dated as
of October 13, 2009 (the “First Lien Borrower Party Guarantee”), made by the Parent
Borrower, the U.S. Subsidiary Borrower, the Irish Subsidiary Borrower, Holdings, the Initial
Intermediate Lessees, the additional guarantors from time to time party thereto in favor of the
Federal Reserve Bank of New York with respect to the loans outstanding from time to time under the
Parent Facility provided that recourse under the Borrower Party Guarantee shall be limited to the
amount of the Obligations outstanding in connection with the Credit Agreement;




          (f) an executed copy of that certain Third Lien Borrower Party Guarantee Agreement, dated as
of October 13, 2009 (the “Third Lien Borrower Party Guarantee” and together with the First
Lien Borrower Party Guarantee, the “Borrower Party Guarantees”), made by the Parent
Borrower, the U.S. Subsidiary Borrower, the Irish Subsidiary Borrower, Holdings, the Initial
Intermediate Lessees, the additional guarantors from time to time party thereto in favor of the
Federal Reserve Bank of New York with respect to the loans outstanding from time to time under the
Parent Facility provided that recourse under the Borrower Party Guarantee shall be limited to the
amount of the Obligations outstanding in connection with the Amended Credit Agreement;




          (g) an executed copy of that certain Aircraft Mortgage and Security Agreement, dated as of
October 13, 2009 (the “Aircraft Mortgage and Security Agreement”), by and among the Parent
Borrower, the U.S. Subsidiary Borrower, the Irish Subsidiary Borrower, Holdings, the Initial
Intermediate Lessees, the additional grantors from time to time party thereto, Wells Fargo Bank
Northwest, National Association, as the First Lien Security Trustee, the Second Lien Security
Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee and the Federal
Reserve Bank of New York;




          (h) an executed copy of that certain Share Charge, dated as of October 13, 2009 (the
“Irish Share Charge”), between Holdings, as Chargor and Wells Fargo Bank Northwest,
National Association, as Security Trustee in respect of the shares of the Irish Subsidiary
Borrower;




          (i) an executed copy of that certain Deposit Account and Account Control Agreement, dated as
of October 13, 2009 (the “Parent Borrower Control Agreement”), by and among the Parent
Borrower, JPMorgan Chase Bank, NA and Wells Fargo Bank Northwest, National Association, as Security
Trustee in respect of the Parent Borrower’s Collection Account and the Loan Disbursement Account;




          (j) the Restated Articles of Incorporation of the Parent Borrower, as certified by the
Secretary of the Parent Borrower on October 12, 2009 (“Parent Borrower’s Articles of
Incorporation”);




 









 








          (k) the Articles of Incorporation of the U.S. Subsidiary Borrower, as certified by the
Secretary of State of the State of California on September 18, 2009 (“U.S. Subsidiary
Borrower’s Articles of Incorporation”);




          (l) the Articles of Incorporation of Holdings, as certified by the Secretary of State of the
State of California on September 18, 2009 (“Holdings’ Articles of Incorporation”);




          (m) the Amended and Restated Bylaws of the Parent Borrower, as certified by the Secretary of
the Parent Borrower on September 22, 2009 (“Parent Borrower’s Bylaws”);




          (n) the Bylaws of the U.S. Subsidiary Borrower, as certified by the Secretary of the U.S.
Subsidiary Borrower on September 18, 2009 (“U.S. Subsidiary Borrower’s Bylaws”);




          (o) the Bylaws of Holdings, as certified by the Secretary of Holdings on September 18, 2009
(“Holding’s Bylaws”);




          (p) the resolutions of the Board of Directors of the Parent Borrower, adopted September 22,
2009 (“Parent Borrower’s Resolutions”) at a meeting duly noticed and held on such date;




          (q) the resolutions of the Board of Directors of the U.S. Subsidiary Borrower, adopted October
12, 2009 (“U.S. Subsidiary Borrower’s Resolutions”) by unanimous written consent;




          (r) the resolutions of the Board of Directors of Holdings, adopted October 12, 2009
(“Holdings’ Resolutions”) by unanimous written consent;




          (s) the certificates, each dated September 30, 2009, from the Secretary of State of the State
of California and the Franchise Tax Board of the State of California as to the Parent Borrower’s
existence and good standing in the State of California;




          (t) the certificates, dated September 30, 2009 and October 5, 2009, from the Secretary of
State of the State of California and the Franchise Tax Board of the State of California as to the
U.S. Subsidiary Borrower’s existence and good standing in the State of California; and




          (u) the certificates, dated September 30, 2009 and October 5, 2009, from the Secretary of
State of the State of California and the Franchise Tax Board of the State of California as to
Holdings’ existence and good standing in the State of California;




          The Credit Agreement, the Note, the Amended Credit Agreement, the Amended Note, the Aircraft
Mortgage and Security Agreement, the Borrower Party Guarantees, the Irish Share Charge and the
Parent Borrower Control Agreement are referred to herein, individually, as a “Loan
Document” and, collectively, as the “Loan Documents”.




 









 








          I have also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Parent Borrower, the U.S. Subsidiary Borrower and Holdings and
such agreements, certificates and receipts of public officials, certificates of officers or other
representatives of the Parent Borrower, the U.S. Subsidiary Borrower and Holdings and others, and
such other documents as I have deemed necessary or appropriate as a basis for the opinions set
forth below.




          In my examination, I have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to me as originals, the conformity
to original documents of all documents submitted to me as facsimile, electronic, certified or
photostatic copies, and the authenticity of the originals of such copies. As to any facts material
to the opinions expressed herein that I did not independently establish or verify, I have relied
upon statements and representations of other officers and other representatives of the Parent
Borrower, the U.S. Subsidiary Borrower, Holdings and others and of public officials.




          The qualification of any opinion or statement herein by the use of the words “to my knowledge”
or similar phrases means that no information has come to my attention, after conferring with those
attorneys within the Legal Department of the Parent Borrower as deemed appropriate, which gave me
any actual knowledge of the existence of the matters, actions, proceedings, items, documents or
facts so qualified. Except as expressly set forth herein, I have not undertaken any independent
investigation or inquiry to determine the existence of such matters, actions, proceedings, items,
documents or facts and no inference as to my knowledge should be drawn from the fact that I am a
Corporate Counsel of the Parent Borrower.




          The opinions set forth below are subject to the following further qualifications, further
assumptions and limitations:




          (a) the opinions set forth in paragraphs 1, 2 and 3 below with respect to the due
incorporation, valid existence and good standing status of the Parent Borrower, the U.S. Subsidiary
Borrower and Holdings under the laws of the State of California is based solely upon the
certificates issued by the Secretary of State of the State of California and the Franchise Tax
Board of the State of California;




          (b) for purposes of the opinions set forth below, (i) “Applicable Laws” means those
laws, rules and regulations of the State of California and those federal laws, rules and
regulations of the United States of America, in each case that, in my experience, are normally or
customarily applicable to transactions of the type contemplated by the Loan Documents, but without
having made any special investigation as to the applicability of any specific law, rule or
regulation; (ii) “Applicable Contracts” means those agreements or instruments identified on
Schedule II attached hereto which are all of the agreements or instruments that are
material to the business or financial condition of the Parent Borrower, the U.S. Subsidiary
Borrower and Holdings; (iii) “Governmental Approval” means any consent, approval, license,
authorization or validation of, or filing, recording or registration with, any Governmental
Authority pursuant to Applicable Laws where the failure to obtain such consent, approval, license,
authorization, validation,




 









 







filing, qualification or registration will result in a Material Adverse Effect, and other than
any consent, approval, license, authorization, validation, filing, qualification or registration
that may have become applicable as a result of the involvement of any party (other than the Parent
Borrower, the U.S. Subsidiary Borrower and Holdings) in the transactions contemplated by the Loan
Documents or because of such parties’ legal or regulatory status or because of any other facts
specifically pertaining to such parties or required to be obtained after the date hereof; and (iv)
“Governmental Authority” means any court, regulatory body, administrative agency or
governmental body of the State of California or the United States of America having jurisdiction
over the Parent Borrower, the U.S. Subsidiary Borrower and Holdings under Applicable Laws;




          (c) I do not express any opinion as to the validity, binding effect or enforceability of the
Loan Documents; and




          (d) I do not express any opinion as to the effect on the opinions expressed herein of (i) the
compliance or noncompliance of any party to the Loan Documents (other than the Parent Borrower, the
U.S. Subsidiary Borrower and Holdings to the extent necessary to render the opinions set forth
herein) with any state, federal or other laws or regulations applicable to it or them or (ii) the
legal or regulatory status or the nature of the business of any party (other than with respect to
the Parent Borrower, the U.S. Subsidiary Borrower and Holdings to the extent necessary to render
the opinions set forth herein).




          I am admitted to the bar of the State of California, and I do not express any opinion as to
any laws other than the laws of the State of California and the federal laws of the United States
of America to the extent referred to specifically herein. Insofar as the opinions expressed herein
relate to matters governed by laws other than those set forth in the preceding sentence, I have
assumed, without having made any independent investigation, that such laws do not affect any of the
opinions set forth herein. The opinions expressed herein are based on laws in effect on the date
hereof, which laws are subject to change with possible retroactive effect.




          Based upon the foregoing and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, I am of the opinion that:




          1. The Parent Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the State of California.




          2. The U.S. Subsidiary Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the State of California.




          3. Holdings is a corporation duly organized, validly existing and in good standing under the
laws of the State of California.




          4. The Parent Borrower has the requisite corporate power and authority to execute, deliver and
perform its obligations under each of the Loan Documents to which it is a party. The execution,
delivery and performance by the Parent




 









 







Borrower of the Loan Documents to which it is a party have been duly authorized by all
necessary action on the part of the Parent Borrower.




          5. The U.S. Subsidiary Borrower has the requisite corporate power and authority to execute,
deliver and perform its obligations under each of the Loan Documents to which it is a party. The
execution, delivery and performance by the U.S. Subsidiary Borrower of the Loan Documents to which
it is a party have been duly authorized by all necessary action on the part of the U.S. Subsidiary
Borrower.




          6. Holdings has the requisite corporate power and authority to execute, deliver and perform
its obligations under each of the Loan Documents to which it is a party. The execution, delivery
and performance by Holdings of the Loan Documents to which it is a party have been duly authorized
by all necessary action on the part of Holdings.




          7. The execution and delivery of each of the Loan Documents to which it is a party, does not,
and the performance by the Parent Borrower of its obligations thereunder, each in accordance with
its terms, do not (a) conflict with the Parent Borrower’s Articles of Incorporation or the Parent
Borrower’s Bylaws, (b) contravene any provision of any Applicable Law, (c) constitute a violation
of or a default under any Applicable Contract or (d) result in or cause the creation of any
security interest or lien upon any of the property of the Parent Borrower pursuant to any
Applicable Contract.




          8. The execution and delivery of each of the Loan Documents to which it is a party, does not,
and the performance by the U.S. Subsidiary Borrower of its obligations thereunder, each in
accordance with its terms, do not (a) conflict with the U.S. Subsidiary Borrower’s Articles of
Incorporation or the U.S. Subsidiary Borrower’s Bylaws, (b) contravene any provision of any
Applicable Law, (c) constitute a violation of or a default under any Applicable Contract or (d)
result in or cause the creation of any security interest or lien upon any of the property of the
U.S. Subsidiary Borrower pursuant to any Applicable Contract.




          9. The execution and delivery of each of the Loan Documents to which it is a party, does not,
and the performance by Holdings of its obligations thereunder, each in accordance with its terms,
do not (a) conflict with Holdings’ Articles of Incorporation or Holdings’ Bylaws, (b) contravene
any provision of any Applicable Law, (c) constitute a violation of or a default under any
Applicable Contract or (d) result in or cause the creation of any security interest or lien upon
any of the property of Holdings pursuant to any Applicable Contract.




          10. No Governmental Approval, which has not been obtained or taken and is not in full force
and effect, is required to authorize or is required in connection with the execution, delivery or
performance of each of the Loan Documents to which it is a party, each in accordance with its
terms, by the Parent Borrower, the U.S. Subsidiary Borrower and Holdings.




 









 








          11. In any proceedings duly taken in the courts of the State of California or a United States
federal court sitting in the State of California to enforce the Credit Agreement, the Note, the
Amended Credit Agreement, the Amended Note, the Aircraft Mortgage and Security Agreement, the
Borrower Party Guarantees and the Parent Borrower Control Agreement, the choice of New York law as
the substantive law governing such Loan Documents should be recognized and such law should be
applied and given effect except as may otherwise be provided under the Loan Documents and the
California Uniform Commercial Code, including the California Uniform Commercial Code Sections 9-301
to 9-307. The foregoing assumes that the transactions contemplated by such Loan Documents bear a
reasonable relationship to the State of New York and that the application of New York law would not
result in a violation of a fundamental public policy of the State of California.




          The opinions set forth herein are solely for the benefit of the addressees identified at the
beginning of this opinion letter (the “Addressees”) in connection with the execution and
delivery of the Loan Documents by the Parent Borrower, the U.S. Subsidiary Borrower and Holdings,
and may not be relied upon in any manner or for any purpose by, nor may copies of this opinion
letter be delivered or distributed to, any other person or entity without my prior written consent.
The opinions set forth herein are limited to the matters stated herein and expressly set forth in
this opinion letter, and no opinion is to be implied or may be inferred beyond the matters
expressly stated herein. This opinion letter is being provided to the Addressees as of the date
hereof, and the Parent Borrower, the U.S. Subsidiary Borrower, Holdings and I do not assume any
obligation to update this opinion letter for events occurring after the date of this opinion letter
or to provide the Addressees with any additional information that may come to our attention after
the date hereof. Each Addressee’s recourse, if any, on account of any opinion herein proving
inaccurate, shall be against the Parent Borrower, the U.S. Subsidiary Borrower and Holdings. I am
rendering these opinions and this opinion letter in my capacity as Corporate Counsel of the Parent
Borrower and not individually.




 









 








Schedule I




AIG Funding, Inc.,

72 Wall Street

10th Floor

New York, NY 10005

Attention: Neil Friedman




Federal Reserve Bank of New York

33 Liberty Street

New York, NY 10045

Attention: James R. Hennessey, Legal Department

with a copy to: Steven J. Manzari, Credit, Investment & Payment Risk




Wells Fargo Bank Northwest, National Association, as Security Trustee

299 South Main Street

12th Floor

Salt Lake City, UT 84111

Attention: Corporate Lease Group




 









 





EXHIBIT G-1C




Form of Opinion of A&L Goodbody




The addressees outlined in Schedule 1 hereto (the Addressees)




Dear Sirs,



We have acted on behalf of International Lease Finance Corporation (ILFC) which has requested us to
give you this opinion in connection with a credit agreement dated 13 October, 2009 (the Credit
Agreement) between ILFC as parent borrower, States Aircraft, Inc. as US Subsidiary Borrower,
Shrewsbury Aircraft Leasing Ireland Limited, as the Irish Subsidiary Borrower, Top Aircraft, Inc.
as a guarantor, ILFC Ireland Limited, ILFC France S.a.r.l. and ILFC Lauban Ltd. as intermediate
lessees, AIG Funding Inc., as lender and Wells Fargo Bank Northwest, National Association, as
Second Lien Security Trustee (the Transaction).





	1.	 	We have examined copies of






	 	1.1.	 	the documents listed in Schedule 2 hereto (the Agreements)
	 
	 	1.2.	 	a corporate certificate of Shrewsbury Aircraft Leasing Limited dated 13 October
2009 attaching:  






	 	1.2.1.	 	copies of the certificate of incorporation and memorandum and articles of
association of Shrewsbury Aircraft Leasing Limited;
	 
	 	1.2.2.	 	list of directors and secretary of Shrewsbury Aircraft Leasing Limited;
	 
	 	1.2.3.	 	a copy of the resolutions passed at two meetings of the board of directors of
Shrewsbury Aircraft Leasing Limited dated 12 October 2009;
	 
	 	1.2.4.	 	a copy of the power of attorney of Shrewsbury Aircraft Leasing Limited dated
12 October 2009;
	 
	 	1.2.5.	 	a copy of the statutory declaration of the majority of directors of
Shrewsbury Aircraft Leasing Limited dated 12 October 2009;
	 
	 	1.2.6.	 	a copy of the special resolution of Shrewsbury Aircraft Leasing Limited dated
12 October 2009;
	 
	 	1.2.7.	 	a copy of the specimen signatures;




 









 












	 	1.3.	 	a corporate certificate of ILFC Ireland Limited dated 13 October 2009
attaching:






	 	1.3.1.	 	copies of the certificate of incorporation and memorandum and articles of
association of ILFC Ireland Limited;
	 
	 	1.3.2.	 	list of directors and secretary of ILFC Ireland Limited;
	 
	 	1.3.3.	 	a copy of the resolutions passed at two meetings of the board of directors of
ILFC Ireland Limited dated 12 October 2009;
	 
	 	1.3.4.	 	a copy of the power of attorney of ILFC Ireland Limited dated 12 October
2009;
	 
	 	1.3.5.	 	a copy of the statutory declaration of the majority of directors of ILFC
Ireland Limited dated 12 October 2009;
	 
	 	1.3.6.	 	a copy of the special resolution of ILFC Ireland Limited dated 12 October
2009;
	 
	 	1.3.7.	 	a copy of the specimen signatures.






	 	 	and such other documents as we have considered necessary or desirable to examine in order
that we may give this opinion.
	 
	 	 	ILFC Ireland Limited and Shrewsbury Aircraft Leasing Limited are together called the
Companies and each a Company.
	 
	 	 	The Certificates listed at 1.2 and 1.3 above and attached hereto at Schedule 3 are together
called the Certificates and each a Certificate. The documents listed in Part 1 of the
Schedule 2 are herein together called the New York Law Agreements. The documents listed in
Part 2 of the Schedule 2 are herein together called the Irish Law Agreements.
	 
	 	 	Terms defined in the Credit Agreement have the same meaning in this opinion letter.






	2.	 	For the purpose of giving this opinion we have assumed:






	 	2.1.	 	the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of any kind
furnished to us;
	 
	 	2.2.	 	that the copies produced to us of minutes of meetings and/or of resolutions are
true copies and correctly record the proceedings of such meetings and/or the





 









 





	 	 	 	subject-matter which they purport to record and that any meetings referred to in
such copies were duly convened and held and that all resolutions set out in such
minutes were duly passed and are in full force and effect;
	 
	 	2.3.	 	the genuineness of the signatures and seals on all original and copy documents
which we have examined;
	 
	 	2.4.	 	that the memorandum and articles of association of each Company attached to the
Certificates are correct and up to date;
	 
	 	2.5.	 	the accuracy and completeness as to factual matters of the representations,
warranties and certificates of the Companies contained in the Certificates and the
accuracy of all certificates provided to us by the Companies;
	 
	 	2.6.	 	that there are no agreements or arrangements in existence which in any way
amend or vary the terms of the Transaction as disclosed by the Agreements;
	 
	 	2.7.	 	without having made any investigation that the terms of the New York Law
Agreements are lawful and fully enforceable under the laws of the State of New York and
any other applicable laws other than the laws of Ireland and that the New York Security
Agreement (as defined in Schedule 2) creates valid and enforceable security interests
in accordance with its terms under the laws of the State of New York;
	 
	 	2.8.	 	without having made any investigation that Top Aircraft, Inc. is the beneficial
owner free from encumbrances of all right, title and interest in and to the Charged
Shares (as defined in the Irish Law Share Charge) and that it has delivered or will
deliver to the First Lien Security Trustee each of the documents listed in Clause 3.5
of the Irish Law Share Charge;
	 
	 	2.9.	 	that the stock transfer form prepared in connection with the Irish Law Share
Charge has been validly, duly and accurately completed and executed in respect of all
of the shares of the Irish Subsidiary Borrower purported to be charged pursuant to the
Irish Law Share Charge;
	 
	 	2.10.	 	that the shares the subject matter of the Irish Law Share Charge have been
fully paid up, no calls have been, or can be, made in respect of same;
	 
	 	2.11.	 	that the shares charged pursuant to the Irish Law Share Charge are wholly
owned by Top Aircraft, Inc., the chargor under the Irish Law Share Charge and that the
same are not now nor will be subject to any equities or any rights or interests of any
other person other than the Security Trustees (or a nominee of any Security Trustee)
and that same may be charged, assigned and transferred free of encumbrance;
	 
	 	2.12.	 	that Top Aircraft, Inc. has duly executed the Irish Law Share Charge and has
the





 









 





	 	 	 	necessary power and authority, and all necessary corporate and other action has been
taken by Top Aircraft, Inc., to enable it to execute, deliver and perform the
obligations undertaken by it under the Irish Law Share Charge, and the
implementation by Top Aircraft, Inc. of the foregoing will not cause:






	 	2.12.1.	 	any limit on it or on its directors (whether imposed by the documents
constituting that company or by statute or regulation) to be exceeded; or
	 
	 	2.12.2.	 	any law or order to be contravened;






	 	2.13.	 	the accuracy and completeness of all information appearing on public records;
and
	 
	 	2.14.	 	that each of the Companies has entered into the Transaction in good faith, for
its legitimate business purposes, for good consideration, and that it derives
commercial benefit from the Transaction commensurate with the risks undertaken by it in
the Transactions.






	3.	 	We express no opinion as to any matters falling to be determined other than under the laws of
Ireland and, without reference to provisions of other laws imported by Irish private
international law, in Ireland as of the date of this letter. Subject to that qualification
and to the other qualifications set out herein, we are of the opinion that:






	 	3.1.	 	each of the Companies is a company duly incorporated under the laws of Ireland
and is a separate legal entity, subject to suit in its own name. Based only on
searches carried out in the Irish Companies Registration Office and the Central Office
of the High Court on the date hereof, each Company is validly existing under the laws
of Ireland and no steps have been taken or are being taken to appoint a receiver,
examiner or liquidator over it or to wind it up;
	 
	 	3.2.	 	each Company has the necessary power and authority, and all necessary corporate
and other action has been taken, to enable it to execute, deliver and perform the
obligations undertaken by it under the Agreements to which it is party, and the
implementation by each Company of the foregoing will not cause:






	 	3.2.1.	 	any limit on it or on its directors (whether imposed by the documents
constituting that Company or by statute or regulation) to be exceeded; or
	 
	 	3.2.2.	 	any law or order to be contravened;






	 	3.3.	 	each of the Agreements to which a Company is party has been duly executed on
its behalf and the obligations on the part of the parties to the Irish Law Agreements
are, in each case, valid and legally binding and are in a form capable of enforcement
against the parties under the laws of Ireland in the courts of Ireland, in accordance
with its terms;





 









 





	 	3.4.	 	no authorisations, approvals, licences, exemptions or consents of governmental
or regulatory authorities with respect to the Agreements are required to be obtained in
Ireland;
	 
	 	3.5.	 	under the laws of Ireland in force at the date hereof, the claims of each
Security Trustee and the FRBNY (as defined below) against a Company under the
Agreements to which such Security Trustee or the FRBNY (as applicable) is a party will
rank at least pari passu with the claims of all other unsecured creditors, except
claims which rank at law as preferential claims in a winding up, examinership or
receivership;
	 
	 	3.6.	 	it is not necessary or advisable under the laws of Ireland in order to ensure
the legality, validity, enforceability or priority of the obligations or rights of any
party to the Agreements, or the perfection or priority of any Security Interest created
under any Agreements, that any of the Agreements be filed, registered, recorded, or
notarised in any public office or elsewhere or that any other instrument relating
thereto be signed, delivered, filed, registered or recorded other than the requirement
to:






	 	(i)	 	file particulars of the charges created pursuant to the New
York Security Agreement and the Irish Law Agreements with the Irish Registrar
of Companies within 21 days of their execution; and
	 
	 	(ii)	 	the filing of the statutory declarations referred to at 1.2.3
and 1.3.3 above with the Irish Companies Office within 21 days of the date of
granting of the financial assistance;






	 	3.7.	 	the Companies are not entitled to claim any immunity from suit, execution,
attachment or other legal process in Ireland;
	 
	 	3.8.	 	in any proceedings taken in Ireland for the enforcement of the New York Law
Agreements, the choice of the law of the State of New York as the governing law of the
contractual rights and obligations of the parties under the New York Law Agreements
would be upheld by the Irish Courts;
	 
	 	3.9.	 	in any proceedings taken in Ireland for the enforcement of a judgment obtained
against a Company in the courts of New York (a Foreign Judgment) the Foreign Judgment
should be recognised and enforced by the courts of Ireland save that to enforce such a
Foreign Judgment in Ireland it would be necessary to obtain an order of the Irish
courts. Such order should be granted on proper proof of the Foreign Judgment without
any re-trial or examination of the merits of the case subject to the following
qualifications:






	 	3.9.1.	 	that the foreign court had jurisdiction, according to the laws of Ireland;
	 
	 	3.9.2.	 	that the Foreign Judgment was not obtained by fraud;





 









 





	 	3.9.3.	 	that the Foreign Judgment is not contrary to public policy or natural justice
as understood in Irish law;
	 
	 	3.9.4.	 	that the Foreign Judgment is final and conclusive;
	 
	 	3.9.5.	 	that the Foreign Judgment is for a definite sum of money; and
	 
	 	3.9.6.	 	that the procedural rules of the court giving the Foreign Judgment have been
observed.






	 	 	 	Any such order of the Irish courts may be expressed in a currency other than euro in
respect of the amount due and payable by the relevant Company but such order may be
issued out of the Central Office of the Irish High Court expressed in euro by
reference to the official rate of exchange prevailing on the date of issue of such
order. However, in the event of a winding up of the a Company, amounts claimed by
against such Company in a currency other than the euro (the Foreign Currency) would,
to the extent properly payable in the winding up, be paid if not in the Foreign
Currency in the euro equivalent of the amount due in the Foreign Currency converted
at the rate of exchange pertaining on the date of the commencement of such winding
up;
	 
	 	3.10.	 	it is not necessary under the laws of Ireland (a) in order to enable any
Security Trustee or the FRBNY to enforce its rights under the Agreements to which they
each are a party or (b) by reason of the execution of the Agreements, that any such
party should be licensed, qualified or otherwise entitled to carry on business in
Ireland;
	 
	 	3.11.	 	the Agreements will not be liable to any ad valorem tax or duty, registration
tax, stamp duty or any similar tax or duty imposed by a competent authority of or
within Ireland;
	 
	 	3.12.	 	by reason only of the execution, delivery and performance of the Agreements to
which it is a party by each Security Trustee and the FRBNY, no such party shall be
deemed to be resident, domiciled or carrying on a trade or business in Ireland;
	 
	 	3.13.	 	there is no applicable usury or interest limitation law in Ireland which would
restrict the recovery of payments in accordance with the Agreements;
	 
	 	3.14.	 	the Irish Subsidiary Borrower will have no obligation to deduct or withhold
any amount on account of Irish tax from payments of interest made to the Lender
pursuant to the provisions of either the Credit Agreement or the Amended and Restated
Credit Agreement for as long as the Lender is a Lender Party as described in paragraph
(a), (b), (c), (e), (f), (g), (h), (i) or (j) of the definition of “Qualifying Lender”
as defined in the Credit Agreement;





 









 





	 	3.15.	 	each of the Irish Law Agreements creates a valid and binding security interest
over the assets contemplated thereby in accordance with its terms under the laws of
Ireland assuming that the party creating the security has absolute title, free from
encumbrances and other third party rights, to such assets;
	 
	 	3.16.	 	the Irish Courts will generally recognise the security interests created by
the Companies pursuant to the New York Security Agreement in accordance with its terms,
provided that such interests or their enforcement are not illegal or contrary to public
policy as a matter of Irish law, that all Irish law formalities with regard to security
interests and their enforcement have been complied with and that the party creating the
security has absolute title, free from encumbrances and other third party rights, to
such assets.






	4.	 	The opinions set forth in this opinion letter are given subject to the following
qualifications:






	 	4.1.	 	an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be an adequate
remedy;
	 
	 	4.2.	 	this opinion is given subject to general provisions of Irish law relating to
insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court
scheme of arrangement, administration and examination, and the fraudulent preference of
creditors and other Irish law generally affecting the rights of creditors;
	 
	 	4.3.	 	this opinion is subject to the general laws relating to the limitation of
actions in Ireland;
	 
	 	4.4.	 	a determination, description, calculation, opinion or certificate of any person
as to any matter provided for in the Agreements might be held by the Irish courts not
to be final, conclusive or binding if it could be shown to have an unreasonable,
incorrect, or arbitrary basis or not to have been made in good faith;
	 
	 	4.5.	 	additional interest imposed by any clause of any Agreement might be held to
constitute a penalty and the provisions of that clause imposing additional interest
would thus be held to be void. The fact that such provisions are held to be void would
not in itself prejudice the legality and enforceability of any other provisions of the
relevant Agreement but could restrict the amount recoverable by way of interest under
such Agreement;
	 
	 	4.6.	 	claims may be or become subject to defences of set-off or counter-claim;
	 
	 	4.7.	 	in the event of any Security Trustee seeking to dispose of the shares which are
the subject of the security created pursuant to the Irish Law Share Charge, an
application for a clearance from the Competition Authority pursuant to the





 









 





	 	 	 	Competition Acts 2002 and 2006 may have to be made;
	 
	 	4.8.	 	pursuant to section 1001 of the Taxes Consolidation Act, 1997, the Security
Trustees may become liable to make certain payments to the Irish Revenue Commissioners
(the Revenue) by reason of having been granted a fixed charge on book debts of a
Company pursuant to any of the Agreements. Such liability would be computed by
reference to (i) amounts of income tax deducted by that Company from the wages of its
employees and (ii) amounts of value added tax in each case owing but not paid by that
Company to the Revenue (Relevant Amounts). However, the liability to pay to the
Revenue amounts received by it from a Company will be limited to amounts received after
that Company shall have been notified in writing by the Revenue that such Relevant
Amounts are due (the Revenue Notice). Further, if the Revenue have received, within 21
days of execution, prescribed details of the charge created thereby by the relevant
Agreements the liability of the Security Trustees to discharge the Relevant Amounts
will be limited to the Relevant Amounts accruing after the date of the Revenue Notice;
	 
	 	4.9.	 	under Section 1002 of the Taxes Consolidation Act, 1997, any debt to a person
(including any deposit with a financial institution) may be attached by the Revenue
Commissioners in order to discharge any liabilities of that person in respect of
outstanding tax whether the liabilities are due on its own account or as an agent or
trustee. This right of the Revenue Commissioners (on which there is no case law) may
override the rights of the holders of security (whether fixed or floating) in relation
to the debt in question. Section 1002 could be relevant to the security created by any
of the Agreements;
	 
	 	4.10.	 	an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate for the trial
of the action, in which the case can be tried more suitably for the interests of all
the parties and the ends of justice, and where staying the action is not inconsistent
with the Regulation;
	 
	 	4.11.	 	there is some possibility that depending on the actual course of dealing
between the parties to the Agreements, the fixed charges contained in the Agreements
may not be construed as fixed charges but as floating charges and so become subject to
prior claims of certain statutory preferential creditors;
	 
	 	4.12.	 	the enforceability of severance clauses is at the discretion of the court and
may not be enforceable in all circumstances;
	 
	 	4.13.	 	a waiver of all defences to any proceedings may not be enforceable;
	 
	 	4.14.	 	provisions in any of the Agreements providing for indemnification resulting
from loss suffered on conversion of the amount of a claim made in a foreign currency
into euro in a liquidation may not be enforceable;




 









 






	 	4.15.	 	any undertakings contained in any of the Agreements by any of the Companies in
respect of stamp duty may not be held to be binding on the Companies; 
	 
	 	4.16.	 	an Irish court may refuse to give effect to undertakings contained in any of
the Agreements that the Company will pay legal expenses and costs in respect of any
action before the Irish courts;
	 
	 	4.17.	 	we express no opinion as to the priority of any of the security created by the
Agreements or whether the property or assets comprised in such security is owned by a
Company or by Top Aircraft, Inc., or whether such property or assets is or are now or
may become subject to any equities or subject to any rights or interests of any other
person ranking in priority to or free of such security or whether they could be
transferred to any other person free of any such security;  
	 
	 	4.18.	 	we express no opinion on any taxation matters other than as expressly set out
in paragraph 3.11 and paragraph 3.14 or on the contractual terms of the relevant
documents other than by reference to the legal character thereof;




This opinion is addressed only to the Addressees and may be relied upon only by each such Addressee
for its sole benefit in connection with the Transaction and may not be relied on by any assignees
of any such persons or any other person.




 









 








SCHEDULE 1




The Addressees




Wells Fargo Bank Northwest, National Association

299 South Main Street / 12th Floor

Salt Lake City, Utah 84111

USA



(in its capacity as First Lien Security Trustee, Second Lien Security Trustee, Third Lien Security
Trustee and Fourth Lien Security Trustee, the Security Trustees and each a Security Trustee)




The Federal Reserve Bank of New York

33 Liberty Street

New York, NY 10045

USA




(FRBNY)




AIG Funding Inc.

72 Wall Street / 10th Floor

New York, NY 10005

USA




 









 








SCHEDULE 2




The Agreements




All documents are dated as of 13 October 2009 unless otherwise stated




Part 1




New York Law Agreements





	1.	 	Credit Agreement;
	 
	2.	 	Amended and Restated Credit Agreement between ILFC as Parent Borrower, States Aircraft, Inc.
as US Subsidiary Borrower, Shrewsbury Aircraft Leasing Limited as Irish Subsidiary Borrower,
certain subsidiaries of ILFC party thereto as Designated Borrowers, Top Aircraft, Inc. as a
Guarantor, ILFC Ireland Limited, ILFC France S.a.r.l. and ILFC Labuan Ltd as Intermediate
Lessees, AIG Funding Inc. as lender and Wells Fargo Bank Northwest, National Association as
fourth lien security trustee, which amends and restates the terms and conditions of the
demand note agreement dated as of 9 March, 2009 between ILFC and AIG Funding Inc. and the
Demand Note Agreement dated as of 26 March, 2009 between ILFC and AIG Funding Inc. in an
aggregate amount of US$1,700,000,000 (the US$1.7bn Amended and Restated Credit Agreement);
	 
	3.	 	Aircraft Mortgage and Security Agreement among ILFC, Top Aircraft, Inc., Shrewsbury Aircraft
Leasing Limited, States Aircraft, Inc., ILFC Ireland Limited, ILFC France S.a.r.l., ILFC
Labuan Ltd and the additional grantors referred to therein and the Security Trustees (the New
York Security Agreement);
	 
	4.	 	First Lien Borrower Party Guarantee among ILFC, Top Aircraft, Inc., Shrewsbury Aircraft
Leasing Limited, States Aircraft Inc., ILFC Ireland Limited, ILFC France S.a.r.l., ILFC Labuan
Ltd., FRBNY and the additional guarantors referred to therein;
	 
	5.	 	Third Lien Borrower Party Guarantee among ILFC, Top Aircraft, Inc., Shrewsbury Aircraft
Leasing Limited, States Aircraft Inc., ILFC Ireland Limited, ILFC France S.a.r.l., ILFC Labuan
Ltd., FRBNY and the additional guarantors referred to therein;





Part 2




Irish Law Agreements





	1.	 	Equitable Charge of Shares between Top Aircraft, Inc. as chargor and the Security Trustees in
respect of shares in Shrewsbury Aircraft Leasing Limited dated 15 October 2009 (the Irish Law
Share Charge);
	 
	2.	 	Assignment over a Bank Account between ILFC Ireland Limited as chargor and the




 









 






	 	 	Security Trustees in respect of a Collection Account dated 15 October 2009;




 









 











SCHEDULE 3




The Certificates





	1.	 	Corporate certificate of Shrewsbury Aircraft Leasing Limited dated 13 October 2009;
	 
	2.	 	Corporate certificate of ILFC Ireland Limited dated 13 October 2009.




 









 











EXHIBIT G-1D




Form of Opinion of White & Case




To the addressees listed in the Schedule attached hereto




Dear Ladies and Gentlemen:





			
	Re:	 	Credit Agreement dated as of October 13, 2009 among, inter
alia, International Lease Finance Corporation, as Borrower
(“ILFC”), ILFC France S.A.R.L., as Initial Intermediate
Lessee (“ILFC France”), AIG Funding, Inc., as Lender (the
“Lender”), and Wells Fargo Bank Northwest, National
Association, as Security Trustee (the “Security Trustee”)






	1.	 	You have asked us to render an opinion in connection with the transactions governed, inter
alia, by the under-mentioned documents. Capitalized words and expressions used and not
otherwise defined herein shall bear the meanings attributed to them in the Credit Agreement
(as defined below). We are qualified to give you this legal opinion under the laws of France.
	 
	2.	 	For the purposes of giving this opinion we have examined:






	 	(a)	 	The Credit Agreement dated as of October 13, 2009 among, inter alia, ILFC, ILFC
France, the Lender and the Security Trustee (the “Credit Agreement”);
	 
	 	(b)	 	The Amended and Restated Credit Agreement dated as of October 13, 2009 among,
inter alia, ILFC, ILFC France, the Lender and the Security Trustee (the “Amended and
Restated Credit Agreement”);
	 
	 	(c)	 	The Aircraft Mortgage and Security Agreement dated as of October 13, 2009
among, inter alia, ILFC, ILFC France and the Security Trustee (the “Aircraft Mortgage
and Security Agreement”);
	 
	 	(d)	 	The First Lien Borrower Party Guarantee dated as of October 13, 2009 among,
inter alia, ILFC, ILFC France and the Federal Reserve Bank of New York, (the “ First
Lien Borrower Party Guarantee”);
	 
	 	(e)	 	The Third Lien Borrower Party Guarantee dated as of October 13, 2009 among,
inter alia, ILFC, ILFC France and the Federal Reserve Bank of New York (the “Third Lien
Borrower Party Guarantee”);






	 	 	(the documents in paragraphs (a) — (e) are hereinafter referred to individually as an
“Agreement” and collectively as the “Agreements”);





 









 











	 	(f)	 	A copy of the certified constitutional documents (statuts) of ILFC France
registered with the Clerk of the Commercial Court of Paris (Greffe du Tribunal de
Commerce de Paris) on June 29, 2009;
	 
	 	(g)	 	An official extract of information (Extrait K-bis) concerning ILFC France and
an official non-bankruptcy certificate (Certificat de non-faillite) taken from the
Paris Commercial and Companies Registry respectively dated October 2, 2009, and a copy
of a search carried out on October 9, 2009 in the Bulletin des Annonces Civiles et
Commerciales in relation to ILFC France;
	 
	 	(h)	 	The Minutes of the Decisions of the Sole Shareholder (Procès-Verbal de
l’Associé Unique) of ILFC France dated October 13, 2009 authorizing the execution of
the Agreements by ILFC France, approving the Security Trustee (acting on behalf of the
Secured Parties), as shareholder of ILFC France, and giving powers of attorney to the
persons designated in such decisions of the Sole Shareholder; and
	 
	 	(i)	 	All other documents, approvals and consents of whatever nature which were, in
our judgment and to our knowledge, necessary or appropriate to examine to enable us to
give the opinion expressed below.






	3.	 	For the purpose of this opinion we have assumed, without investigation or independent
inquiry:






	 	(a)	 	That all the persons which are or are to become parties to the Agreements other
than ILFC France, (a) are, whenever applicable, duly organized, validly existing and in
good standing under the laws of their respective jurisdictions of incorporation, (b)
have the full power, capacity and authority to enter into, and perform their
obligations under, each of the Agreements to which they are parties and (c) have taken
all necessary actions, corporate or otherwise, to authorize the execution of the
Agreements and the performance of their obligations thereunder;
	 
	 	(b)	 	That the Agreements have been duly executed and delivered by each of the
parties thereto other than ILFC France;
	 
	 	(c)	 	The authenticity, completeness and genuineness of all signatures and seals on
all documents referred to above, and the completeness and the conformity to original
documents, of all copies submitted to us (be it under the form of photocopies,
facsimile, electronic copies or otherwise) or excerpts thereof;
	 
	 	(d)	 	That the Agreements constitute legal, valid and binding obligations, under the
laws of New York State, of each of the parties thereto in accordance with their
respective terms;
	 
	 	(e)	 	That there are no provisions of the laws of any jurisdiction outside France
which would be contravened by the execution or delivery of the Agreements and that,
insofar as any obligation or action to be taken under the Agreements is to be performed
or taken in any jurisdiction outside France, the performance of such





 









 





	 		 	obligation or the taking of such action will not be illegal by virtue of the laws
of, nor contrary to the public policy of, that jurisdiction;
	 
	 	(f)	 	That no winding up, liquidation, dissolution, insolvency, bankruptcy,
examination, reorganization or any similar proceedings have been commenced by or in
respect of any party to the Agreements other than ILFC France;
	 
	 	(g)	 	That all documents referred to in paragraphs 2(a) through 2(i) above dated
prior to the date of the present opinion are true, accurate and complete on and as of
the date of the present opinion;
	 
	 	(h)	 	That the official extract of information (Extrait K-bis) referred to in
paragraph 2(g) above was complete, true and accurate in all respects as at the date it
was issued, and that it remains complete, true and accurate in all respects as at the
date of this opinion by reference to the facts and circumstances now existing;
	 
	 	(i)	 	That all factual statements and representations and warranties made in the
Agreements and in the documents referred to in paragraphs 2(f) to 2(i) above (other
than those on legal matters covered in this opinion) are true and accurate as at the
date of this opinion;
	 
	 	(j)	 	That, where a document has been examined by us in draft form, it will be or has
been executed in the form of that draft;
	 
	 	(k)	 	That the documents examined by us have not been subsequently amended,
superseded or rescinded;
	 
	 	(l)	 	That when a document referred to in paragraphs 2(f) to 2(i) above examined by
us reflects the taking of an action or a decision, such document referred to in
paragraphs 2(f) to 2(i) above (x) correctly records the proceedings of the relevant
meeting and/or the subject-matter which it purports to record, and the resolutions set
forth in such document referred to in paragraphs 2(f) to 2(i) above have been duly
passed by the relevant corporate body (including the shareholders) of the relevant
company (including, as the case may be, by a properly convened meeting of duly
appointed members of that body), (y) has not been amended, superseded or rescinded and
(z) is in full force and effect;
	 
	 	(m)	 	That the submission to the non-exclusive jurisdiction of the courts of the
state and federal courts of New York is valid and enforceable against each of the
parties thereto under all relevant laws other than French law;
	 
	 	(n)	 	That the choice of the laws of the State of New York to govern the Agreements
is a valid choice under all relevant laws other than French law;
	 
	 	(o)	 	The absence of fraud, bad faith, willful misconduct or gross negligence on the
part of the ILFC France or of the other persons which are participating to the actions
or decisions who are the subject matter of the Agreements or the




 









 






	 	 	 	documents referred to in paragraphs 2(f) to 2(i) above and on the part of the
persons required to take any actions pursuant to such documents; and
	 
	 	(p)	 	That the entering into the Agreements will be of commercial benefit to, and the
corporate interest of, ILFC France and ILFC.






	4.	 	Based upon the above assumptions and subject to the qualifications hereinafter set forth, we
are of the opinion that under French law as now in effect and interpreted by French courts:
	 
	 	 	With respect to ILFC France:






	 	(a)	 	ILFC France is a société à responsabilité limitée organized and validly
existing under the laws of France;
	 
	 	(b)	 	ILFC France has the power, authority and capacity to enter into and perform its
obligations under each Agreement to which it is a party and has taken all necessary
action to authorize the execution, delivery and performance of its obligations under
each Agreement to which it is a party in accordance with its terms;
	 
	 	(c)	 	The execution by ILFC France of the Agreements to which it is a party does not
contravene any provision of its certified constitutional documents (statuts) or French
law and regulation and the performance by ILFC France of the Agreements to which it is
a party does not contravene its certified constitutional documents (statuts) or
applicable French law or regulation governing the authority and capacity of ILFC France
to perform such Agreements;
	 
	 	(d)	 	Each Agreement to which ILFC France is a party has been duly entered into and
delivered by ILFC France;
	 
	 	(e)	 	Based on the document referred to in paragraph 2(f) above ILFC is the holder of
all outstanding shares and is the sole shareholder of ILFC France;
	 
	 	(f)	 	ILFC France is subject to private commercial law in France and is generally
subject to suit, and neither it nor its properties have any immunity from the
jurisdiction of any court or any legal process (whether through service or notice,
attachment prior to notice, attachment prior to judgment, attachment in aid of
execution or otherwise);
	 
	 	(g)	 	Based on the non-bankruptcy certificate referred to in paragraph 2(g) above,
ILFC France is not recorded as being in a state of conciliation, safeguard
(sauvegarde), judicial reorganization or liquidation proceedings pursuant to Book VI of
the French Commercial Code (the “Bankruptcy Law”);





 









 











	 	 	With respect to the Agreements:






	 	(h)	 	Other than the formalities referred to in paragraphs 5(x) below, no consent,
license, authorization, registration, declaration or filing with approval or permit of
any governmental authority, agency or instrumentality of or in France is required in
connection with the validity, or the execution, delivery, performance or enforceability
of each Agreement;
	 
	 	(i)	 	Subject to the formalities referred to in paragraphs 5(x), it is not necessary
or desirable to ensure the priority, validity and enforceability of all the obligations
of the parties to the Agreements that the Agreements be filed, registered, recorded or
notarized in any public office or elsewhere, that any other instrument relating thereto
be signed, delivered, filed registered or recorded, that any tax or duty be paid, or
that any other action whatsoever be taken in each case in France;
	 
	 	(j)	 	It is not necessary to establish a place of business in France or to be
licensed, qualified or entitled to do business in France in order to exercise any
provisions of the Agreements, and no party (other than ILFC France) to any of the
Agreements will be deemed a resident, domiciled or carrying on any commercial activity
or business in France or subject to tax in France as a result of the execution,
delivery and performance of any of the Agreements or the consummation of any of the
transactions contemplated by the Agreements;
	 
	 	(k)	 	None of the addressees hereof will violate any law or regulation in France by
reason of entering into the Agreements, or performing its obligations thereunder;
	 
	 	(l)	 	There are no registration, stamp or other taxes or duties of any kind payable
in France in connection with the signature, performance or enforcement by legal
proceedings of the Agreements other than French court fees in the event of enforcement
proceedings;
	 
	 	(m)	 	The choice of the laws of the State of New York to govern the Agreements will
be upheld as a valid choice of law in and binding in any action in the courts of
France, and each of such Agreements is in proper legal form for enforcement in the
courts of France to the extent that such choice of law was not made by any party in
fraud of and to avoid any public provision of any other law and provided further that
(x) French law will be applied by the French courts insofar as it is mandatory
irrespective of the governing law of the Agreements (it being specified, for the
avoidance of doubt, that this exclusion would not apply to the situation described in
sub-paragraph (n) below) and (y) the application of the laws of the State of New York
laws may be denied by French courts if it conflicts with French international public
policy (ordre public international);
	 
	 	(n)	 	The submission by ILFC France to the non-exclusive jurisdiction of the state
and federal courts sitting in New York contained in the Agreements to which ILFC France
is a party is valid and binding upon ILFC France. Subject to the rules governing
international lis pendens under French private international law, a final




 









 






	 	 	 	judgment for a fixed and definite sum of money obtained after services of process in
the required form and rendered by a state or federal court of competent jurisdiction
sitting in New York, in respect of an action under the Agreements (a “New York
Judgment”), would be capable of recognition and enforcement in France, without a
review of the substantive matters thereby adjudicated, through an action for
Exequatur brought before the competent French court, provided that such French court
is furnished with the original and a translation into French (by a sworn translator)
of the relevant Agreements and the New York Judgment and determines that the
requirements developed by jurisprudence for the enforcement of foreign judgments are
satisfied, in particular that:






	 	(i)	 	the court that rendered the New York Judgment had jurisdiction
over the matter under both its own rules of jurisdiction and in accordance with
French rules of international conflicts of jurisdiction and the French courts
did not have exclusive jurisdiction to hear the matter;
	 
	 	(ii)	 	the procedure followed by the court that rendered the New York
Judgment does not conflict with the principles of due process applied in France
or with French international public policy (ordre public international
français);
	 
	 	(iii)	 	the New York Judgment does not conflict with French
international public policy, is not tainted with fraud and is not incompatible
with an earlier judgment rendered by a French court in the same matter; and
	 
	 	(iv)	 	the New York Judgment concerned is not subject to appeal, its
enforcement has not been stayed and it is enforceable in the state or federal
court of competent jurisdiction sitting in New York;






	 	(o)	 	Except as set forth in paragraph 5(x) below, it is not necessary under the laws
of France that the Aircraft Mortgage and Security Agreement be filed, recorded or
enrolled with any public office, governmental authority or court in France in order to
ensure the legality, validity or enforceability thereof in France or the admissibility
in evidence thereof in France.






	5.	 	This opinion is subject to the following qualifications and observations:






	 	(a)	 	This Opinion relates to matters of law exclusively and, in particular, we have
not made any independent and personal inquiry regarding the accuracy and completeness
of, and do not opine on, the various representations and warranties of ILFC France
under the Agreements. More generally, we express no opinion as to matters of fact, nor
as to questions of law which can be decided only on the basis of matters of fact (such
as whether entering into the Agreements will be of commercial benefit to, nor in the
corporate interest of, the persons which are to become parties to such document) not as
to the effect facts, whether known to us or not, may have on the opinions given herein;




 









 






	 	(b)	 	The documents referred to in paragraph 2(g) above are not capable of
conclusively revealing whether or not:






	 	2.1.1.	 	ILFC France has been wound up (dissolution), has been declared null, has been
merged or had its operations terminated (cessation d’activité), or any action
in this respect has been taken,
	 
	 	2.1.2.	 	a stay period (suspension des poursuites) has been decided by a court or a
petition in that respect has been filed,
	 
	 	2.1.3.	 	a declaration that ILFC France has ceased its payments (déclaration de
cessation des paiements) has been filed, or acknowledged by the court (jugement
constatant la cessation des paiements), or a petition has been filed or an
order rendered for the sauvegarde, redressement judiciaire or liquidation
judiciaire of ILFC France has been made, or
	 
	 	2.1.4.	 	a judgment opening main insolvency proceedings with respect to ILFC France
has been rendered by a court of a Member state of the European Community
pursuant to the provisions of the Council Regulation (EC) n°1346/2000 on
insolvency proceedings, or
	 
	 	2.1.5.	 	the authorized representatives of the ILFC France have changed (including the
nomination of an administrateur provisoire),
	 
	 	(a)	 	as notice of these matters may not be filed immediately and, when filed, may not
be entered on the record immediately;






	 	(c)	 	The official extract of information (Extrait K-bis) referred to in paragraph
2(g) above in relation to ILFC France provided by the Registre du Commerce et des
Sociétés does not contain any information as to whether a composition with creditors
(règlement amiable), a conciliation proceeding (procédure de conciliation) or any
similar procedure is being negotiated or has been entered into, as notice of such
matters is not filed with the Registre du Commerce et des Sociétés;
	 
	 	(d)	 	We have assumed that the persons which are required or authorized to take any
actions pursuant to the Agreements or the documents referred to in paragraphs 2(f) to
2(i), have and will, when relevant, exercise(d) their powers in good faith and
reasonable manner;
	 
	 	(e)	 	Any document, which is not in the French language, must be translated into
French by an official sworn translator in order to be submitted as evidence in any
action or proceedings before a French court or public body or used for any purpose with
public bodies;
	 
	 	(f)	 	A French court may stay proceedings if concurrent proceedings are being brought
elsewhere;
	 
	 	(g)	 	The validity and/or enforcement of the Agreements may be affected or limited by
laws, regulations and proceedings relating to or affecting the enforcement of
creditors’ rights generally including applicable bankruptcy, insolvency





 









 





	 	 	 	arrangement or moratorium laws, regulations and proceedings. In particular, pursuant
to the Bankruptcy Law, a commercial company (as such ILFC France) may become subject
to conciliation, safeguard (sauvegarde), judicial reorganization or liquidation
proceedings. In addition, the French courts have the discretion under the Bankruptcy
Law to appoint a mandataire ad hoc in respect of a commercial company at the request
of the company’s managers. A commercial company may furthermore place itself in
non-judicial liquidation pursuant to a decision of its shareholders;
	 
	 	(h)	 	A French court might void a guarantee or any grant of security made under any
of the Agreements if such guarantee or grant of security is not in ILFC France’s
corporate interest, ILFC France has not derived an actual benefit, consideration of
advantage from the transaction involving the guarantee or grant of security and the
amount of the guarantee or the amount secured by the grant of security is not
commensurate with the financial capabilities of ILFC France or with the value of its
assets;
	 
	 	(i)	 	We express no opinion as to the evidentiary value of facsimile transmissions,
electronic mails, photocopies or telephonic recordings before a French court;
	 
	 	(j)	 	This opinion is strictly limited to the matters stated herein and is not to be
interpreted or construed as extending by implication to any other matters not
specifically referred to herein;
	 
	 	(k)	 	Under French law :






	 	(i)	 	enforcement may be limited by the priority rights of certain
creditors which arise by operation of law;
	 
	 	(ii)	 	in accordance with Article 1244-1 of the French Civil Code:






	 	a)	 	a court may grant time to any debtor or
reschedule payments under any agreement for a period of up to two years
(which period may be extended under certain circumstances);
	 
	 	b)	 	a court may, by a special order, decide that
any payments should be applied to the repayment of principal or, with
respect to amounts for which time has been granted or the payment of
which has been rescheduled, that such amounts shall bear interest not
at the contractual rate but at a lower rate which shall be not less
than the official rate (taux légal); and
	 
	 	c)	 	any enforcement measures which are pending will
be suspended by a court order under Article 1244-1 of the French Civil
Code and any additional interest or penalty for late payment will not
be due for the period ordered by the court;




 









 












	 	(iii)	 	claims may become time-barred or may be or become subject to
defences of set-off or counterclaim or exceptio non adimpleti contractus
(exception d’inexécution) ;
	 
	 	(iv)	 	a waiver of all defenses to all proceedings may not be
enforceable; and
	 
	 	(v)	 	enforcement may be restricted by the rules relating to “force
majeure”.






	 	(l)	 	A French court might not enforce the provisions of any Agreement requiring a
party thereto to indemnify other parties or third parties for court costs and legal
fees;
	 
	 	(m)	 	It is a principle of French law that obligations are not generally capable of
being specifically enforced (except where such obligations relate to the payment of a
sum of money) and French courts may issue an award of damages where specific
performance cannot be ordered or an award of damages is determined adequate;
	 
	 	(n)	 	French courts might not enforce a provision of an agreement on the grounds that
such provision is a penalty within the meaning of Article 1152 and Article 1231 of the
French Civil Code. In such event, if the court considers that any party thereto is
required to pay an amount clearly excessive or underestimated as a pre-estimate of
damages, the court may reduce or increase the amount of such damages;
	 
	 	(o)	 	The question of whether or not any provisions of a document which may be
invalid, illegal or unenforceable under any applicable law may be severed from the
other provisions thereof in order to preserve the validity, lawfulness or
enforceability of all or part of those other provisions will depend on whether the
court holds the offending provision to be an essential condition of the document, in
which case the document as a whole may be declared null and void;
	 
	 	(p)	 	Any provision of any agreement stating that such agreement may only be amended
or varied or any provisions thereof waived by an instrument in writing may not be
effective;
	 
	 	(q)	 	Any provision of a document stating that no failure or delay in exercising any
right or remedies shall operate as a waiver of such rights or remedies may not be
effective;
	 
	 	(r)	 	There could be circumstances in which a French court would not treat as
conclusive, final or binding those certificates and determinations which a document
states are to be so treated;
	 
	 	(s)	 	Where a debt is expressed in a foreign currency, a French court may, if so
requested, grant an order in such currency. If the order is given in Euros, it would
normally be given by reference to the relevant amount of foreign currency converted at
the rate of exchange applicable on the effective date of payment. If a




 









 






	 	 	 	separate order is sought on the basis of a currency indemnity, after an order has
been previously obtained, the court may hold that the currency indemnity is
superseded by such previous order; furthermore, with respect to a bankruptcy,
insolvency, liquidation, moratorium, reorganization, reconstruction or similar
proceeding, French law requires that all claims or debts be converted to equivalent
Euro amounts at an exchange rate determined at the date of the judgment declaring
the commencement of the proceeding;
	 
	 	(t)	 	A French court may consider that the French law mandatory principle according
to which agreements must be performed in good faith applies to the Agreements;
	 
	 	(u)	 	Generally French courts would not enforce a contractual waiver or limitation of
liability in circumstances where the beneficiary of such waiver of limitation is found
to have committed gross negligence (faute lourde) or willful misconduct (faute
intentionnelle);
	 
	 	(v)	 	We express no opinion generally in respect of any provision of any Agreement
that enables a party to enforce a right, or appropriate an asset or a right granted as
security without having recourse to a court;
	 
	 	(w)	 	It is unclear whether a French court would give effect to an undertaking of a
French debtor to gross up its payments if these were to become subject to withholding
taxes;
	 
	 	(x)	 	Under French private international law, any assignment of rights must be
perfected (i) vis-à-vis the assigned debtor in accordance with the governing law of the
relevant assigned rights, and (ii) vis-à-vis third parties in accordance with the laws
of the State in which the assigned debtor is domiciled. An assignment of rights which
relates either to rights arising under a contract governed by French law, or to rights
against an entity domiciled in France, will therefore only be fully enforceable
(opposable) in France if notified to the assigned debtor by a huissier (process server)
in accordance with French procedural rules. French law does not provide for a time
limit to effect such notification. Accordingly, the Aircraft Mortgage and Security
Agreement shall only be fully enforceable in France once it has been notified to ILFC
France, in accordance with such procedural rules; and
	 
	 	(y)	 	Although certain security documents contain provisions to the effect that the
rights of the secured parties shall not be diminished by actions taken or not taken by
the secured parties, a French court could decline to enforce the obligations of a
pledgor or a guarantor, as the case may be, on the basis of French “ordre public”
provisions if the fundamental interests of the same had been impaired by such an action
or omission on the part of the secured parties. In considering this issue the French
courts would look principally to the question of whether the pledgor’s or the
guarantor’s, as the case may be, subrogation rights against the primary obligor had
been impaired as a result of the secured parties’ action or omission.




 









 












	6.	 	We do not purport to be experts on and do not purport to be generally familiar with or
qualified to express legal opinions based on any law other than the laws of France and
accordingly express no legal opinion herein based upon any law other than the laws of
France as of the date hereof.
	 
	7.	 	References to laws of the French Republic are to be read as references to the laws and
regulations of the French Republic in full force and effect on the date hereof, as
interpreted by the Cour de cassation and the Conseil d’Etat (being the supreme courts of
the French judiciary and administrative court systems respectively) in their decisions
reported in major legal publications thirty days prior to the date hereof.
	 
	8.	 	In this opinion, some French legal concepts are expressed in the English language and
not in French. The concepts concerned may not be identical to the concepts described by the
equivalent English terminology. Therefore, terms and concepts used in this opinion have the
meaning which French law gives them. Where such concepts are accompanied by their
translation into French, the translation prevails.
	 
	9.	 	We shall not be liable and expressly exclude in advance any liability to keep you
informed of any event, action, or change of French law, subsequent to the date hereof,
whether or not it may have an effect on this opinion.
	 
	10.	 	This opinion is addressed to you solely for your own benefit and that of your permitted
successors and assignees and your professional advisers in connection with the transaction
referred to in the heading to this letter, and, except with our prior written consent, is
not to be transmitted to or discussed with or used or relied upon by any other person or
used or relied upon for any other purpose.




 









 











SCHEDULE

List of Addressees




AIG Funding, Inc.

72 Wall Street, 10th Floor,

New York, New York 10005

United States of America




(as Lender)




Wells Fargo Bank Northwest, National Association

Corporate Lease Group,

MAC: U1228-120,

299 South Main Street, 12th Floor,

Salt Lake City, Utah 84111

United States of America




(as Security Trustee)




International Lease Finance Corporation

10250 Constellation Blvd., Suite 3400,

Los Angeles, California 90067

United States of America




(as Initial Intermediate Lessee)




Federal Reserve Bank of New York

33 Liberty Street,

New York, New York 10045

United States of America





 











 





EXHIBIT G-1E




Form of Opinion of Zul Rafique & partners




	 	 	 
	Our Ref:
	 	FZF/20906763
	 
	 	 
	Date:

	 	[*] October 2009






	 	 	 	 	 	 	 
	To:

	 	 	1.	 	 	AIG Funding, Inc. (“Lender”)

72 Wall St / 10th Floor

New York, NY 10005

The United States of America
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	Wells Fargo Bank Northwest, National Association (“Security Trustee”)

299 South Main Street / 12th Floor,

Salt Lake City, UT 84111

The United States of America
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	International Lease Finance Corporation (“ILFC”)

10250 Constellation Blvd, Suite 3400

Los Angeles, California 90067

The United States of America
	 
	 	 	 	 	 	 
	 

	 	 	4.	 	 	ILFC Labuan Ltd. (“ILFC Labuan as Intermediate Lessee”)

Unit 3(I) Main Office Tower,

Financial Park Labuan, Jalan Merdeka

87000 Federal Territory of Labuan

Malaysia
	 
	 	 	 	 	 	 
	 

	 	 	5.	 	 	Federal Reserve Bank of New York (“FRBNY”)

33 Liberty Street

New York NY 10045

The United States of America






Ladies and Gentlemen:





			
	Re:	 	Secured financing transaction by FRBNY to the Lender and its
subsidiaries: Malaysian Airline System Berhad (“Lessee”)






	 	•	 	B737-800 Aircraft bearing Manufacturer’s Serial Number 30702
and Malaysian Registration Mark 9M-MLB;
	 
	 	•	 	B737-800 Aircraft bearing Manufacturer’s Serial Number 30703
and Malaysian Registration Mark 9M-MLA;
	 
	 	(collectively known as the “Aircraft”).






	1.	 	Introduction
	 
	 	 	You have asked us to render an opinion in connection with the
transaction governed, inter alia, by the under-mentioned documents.
	 
	 	 	Words and expressions used herein shall bear the same meanings as
defined in the Credit Agreement dated as at 13 October 2009 (the
“Credit Agreement”) between ILFC as the Parent Borrower, States
Aircraft Inc. as the U.S. Subsidiary Borrower, Shrewsbury Aircraft
Leasing Limited as the Irish Subsidiary Borrower, Top Aircraft, Inc. as
the Guarantor, and the





 








 






Intermediate Lessees including ILFC Ireland Limited, ILFC France S.a.r.l. and ILFC Labuan
Ltd., Wells Fargo Bank Northwest, National Association as the Security Trustee and the
Lender.




	2.	 	Documents
	 
	 	 	We have reviewed and/or as applicable, relied on copies, some of which were certified to
our satisfaction, of the following:
	 
	 	 	Loan Documents:






	 	2.1	 	The Credit Agreement;
	 
	 	2.2	 	Amended and Restated Credit Agreement dated as at 13 October 2009 (the
“Amended and Restated Credit Agreement”) between ILFC as the Parent Borrower, States
Aircraft Inc. as the U.S. Subsidiary Borrower, Shrewsbury Aircraft Leasing Limited as
the Irish Subsidiary Borrower, Top Aircraft, Inc. as the Guarantor, and the
Intermediate Lessees including ILFC Ireland Limited, ILFC France S.a.r.l. and ILFC
Labuan Ltd., Wells Fargo Bank Northwest, National Association as the Security Trustee
and the Lender;
	 
	 	2.3	 	The Aircraft Mortgage and Security Agreement dated as at 13 October 2009
between the Parent Borrower, the U.S. Subsidiary Borrower, the Irish Subsidiary
Borrower, the Guarantor, the Intermediate Lessees and the Security Trustee (the
“Aircraft Mortgage and Security Agreement”);
	 
	 	2.4	 	The First Lien Borrower Party Guarantee dated as at 13 October 2009 between
the Parent Borrower, the U.S. Subsidiary Borrower, the Irish Subsidiary Borrower, the
Guarantor, the Intermediate Lessees, and FRBNY as Beneficiary (the “Borrower Party
Guarantee”);
	 
	 	2.5	 	The Third Lien Borrower Party Guarantee dated as at 13 October 2009 between
the Parent Borrower, the U.S. Subsidiary Borrower, the Irish Subsidiary Borrower, the
Guarantor, the Intermediate Lessees, and FRBNY as Beneficiary (the “Third Lien
Borrower Party Guarantee”); and
	 
	 	2.6	 	The Depository Account and Account Control Agreement dated as at 13 October
2009 between ILFC Labuan the Intermediate Lessee, JPMorgan Chase Bank, NA (“Bank”),
and the Security Trustee as Secured Party (the “Depository Account and Account Control
Agreement”).






(The documents referred to in paragraphs 2.1 to 2.6 above are collectively referred to in
this opinion as “Loan Documents”)




Statutory/ Corporate Information relating to ILFC Labuan as Intermediate Lessee




	 	2.7	 	the Certificate of Incorporation (Form 7) dated 28 May 2002 and the
memorandum and articles of association of ILFC Labuan as Intermediate Lessee, each
certified as true by the secretary of ILFC Labuan as Intermediate Lessee on 6 October
2009;
	 
	 	2.8	 	Form 20 (Notice of Situation of Registered Office and of Changes) dated 5
November 2008 and Form 22 (Return Giving Particulars of Directors and Secretaries and
Changes of Particulars) dated 5 November 2008 of ILFC Labuan as Intermediate




 









 






	 	 	 	Lessee, each certified as true by the secretary of ILFC Labuan as Intermediate
Lessee on 8 October 2009;
	 
	 	2.9	 	a certificate of director of the resolutions in writing of the directors of
ILFC Labuan as Intermediate Lessee adopted on as at 13 October, approving ILFC Labuan
as Intermediate Lessee’s entry into and performance of such of the Loan Documents to
which ILFC Labuan as Intermediate Lessee is a party and authorising the use of the
common seal thereon, where applicable; and
	 
	 	2.10	 	Excerpt of the Register of Directors of ILFC Labuan as Intermediate Lessee
certified as true by the secretary of ILFC Labuan as Intermediate Lessee on 8 October
2009






Regulatory Approvals




	 	2.11	 	The letter dated 23 May 2002 from the Labuan Offshore Financial Services
Authority (“LOFSA”) of Malaysia to ILFC Labuan as Intermediate Lessee or its agent
granting its approval:






	 	2.11.1	 	under Section 23B of the Offshore Banking Act 1990 for the carrying on of an
offshore leasing business and the appointment of the directors, controller or
chief executive officer of ILFC Labuan as Intermediate Lessee; and
	 
	 	2.11.2	 	under Section 7(3) of the Offshore Companies Act 1990 for ILFC Labuan as
Intermediate Lessee to carry on its business with Malaysian Airline System
Berhad, a Malaysian company (a resident company).






	 	2.12	 	The letter dated [*] from the Controller of Foreign Exchange of Malaysia to
[*] granting its approval for the Lessee to obtain the aircraft leasing facility from
ILFC Labuan as Intermediate Lessee;
	 
	 	2.13	 	A copy of the letter dated 5 June 2002 issued by LOFSA pursuant to the
Exchange Control of Malaysia Notice 15 under the Exchange Control Act 1953 of Malaysia
declaring ILFC Labuan as Intermediate Lessee to be a non-resident for exchange control
purposes;






Other Documents




	 	2.14	 	The Aircraft Register Record dated 6 October 2009 issued by the DCA in
respect of the Aircraft pursuant to a search conducted by Zul Rafique & Partners on
the aircraft register maintained by the Department of Civil Aviation of Malaysia
(“DCA”), confirming inter alia, that ILFC is the owner and the Lessee is Malaysian
Airline System Berhad and confirming further that there is no mortgage, priority
notice or lien registered against the Aircraft as at the date of the search;
	 
	 	2.15	 	The letters of information dated 7 October 2009 issued by LOFSA to Zul
Rafique & Partners in respect of, amongst others, the incorporation status, share
capital structure, shareholding, board constitution and registered office of ILFC
Labuan as Intermediate Lessee and whether any winding-up order has been made against
ILFC Labuan as Intermediate Lessee;
	 
	 	2.16	 	The letter of confirmation dated as at 13 October 2009 issued by IFS Trust
Labuan Limited (in its capacity as resident secretary of ILFC Labuan as Intermediate
Lessee) to Zul Rafique & Partners confirming, amongst others, that no documents or
notice in respect of ILFC Labuan as Intermediate Lessee have been lodged at or filed
with




 









 





	 	 	 	or served on ILFC Labuan as Intermediate Lessee and that no changes or addition to
any of the registers or records maintained at the registered office of ILFC Labuan
as Intermediate Lessee have been made during the period between 7 October 2009
until 13 October 2009 (both dates inclusive);
	 
	 	2.17	 	In respect of any security interest made or to be made by the Company pursuant to the
Aircraft Mortgage and Security Agreement dated as at 13 October 2009, lodgment by or on behalf
of the Company within 30 days therefrom, of a Form 18 (Statement of Particulars in respect of
Charge) with the LOFSA pursuant to Section 84 of the Offshore Companies Act 1990;
	 
	 	2.18	 	In respect of any security interest made or to be made by the Company pursuant to Depository
Account and Account Control Agreement dated as at 13 October 2009, lodgment by or on behalf of
the Company within 30 days therefrom, of a Form 18 (Statement of Particulars in respect of
Charge) with the LOFSA pursuant to Section 84 of the Offshore Companies Act 1990;
	 
	 	2.19	 	Notice of Assignment dated as at 13 October by ILFC Labuan as Intermediate Lessee to the
Lessee and the Acknowledgement dated as at 13 October by the Lessee of the Notice of
Assignment under the Aircraft Mortgage and Security Agreement in the forms at Exhibits F(1)
and F(2);
	 
	 	2.20	 	All other documents, approvals and consents of whatever nature which were furnished to us and
which were in our judgment and to our knowledge, necessary or appropriate to examine to enable
us to give the opinion expressed below.
	 
	 	 	 	The documents referred to in paragraphs 2.1 to 2.20 (inclusive) are hereinafter referred to
as the “Documents”. References hereinafter to the Credit Agreement shall be construed as
references to the Credit Agreement as defined herein.






	3.	 	Opinion
	 
	 	 	Having considered the Documents listed in paragraph 0 above, and having regard to the
assumptions and the qualifications set out herein below and the relevant laws of Malaysia,
we are pleased to advise that, in our opinion:






	 	3.1	 	ILFC Labuan as Intermediate Lessee was incorporated in Labuan, Malaysia, on
28 May 2002 for an indefinite period as a limited company and is a separate legal
entity duly organized and validly existing under the laws of Malaysia and is subject
to suit in its own name, and to the best of our knowledge, no receiver or liquidator
has been appointed over ILFC Labuan as Intermediate Lessee, nor any winding-up order
made against ILFC Labuan as Intermediate Lessee;
	 
	 	3.2	 	ILFC Labuan as Intermediate Lessee has the necessary power and authority, and
all necessary corporate actions (including approvals and consents of members) have
been taken to enable ILFC Labuan as Intermediate Lessee to sign and deliver the Loan
Documents to which ILFC Labuan as Intermediate Lessee is a party and perform the
obligations undertaken by it thereunder, and implementation by ILFC Labuan as
Intermediate Lessee of the foregoing will not cause:






	 	3.2.1	 	any limit on ILFC Labuan as Intermediate Lessee or its
directors (imposed by the documents constituting ILFC Labuan as Intermediate
Lessee, or any statute or regulation) to be exceeded; or





 








 






	 	3.2.2	 	any law or order to be contravened;






	 	3.3	 	No consents, licenses, approvals or registrations (other than those listed in
Paragraphs 2.11 to 2.20, which have been obtained) are necessary to be obtained from,
or filed with, any governmental or other regulatory authorities in Malaysia to enable
ILFC Labuan as Intermediate Lessee:






	 	3.3.1	 	to enter into and perform the transactions contemplated by
the Loan Documents; and
	 
	 	3.3.2	 	to make payments in United States Dollars as provided for in
the Loan Documents;






	 	 	 	save for the registration of the security interest in the Aircraft Mortgage and
Security Agreement at Section 2.01A(a) with the Malaysian Aircraft Register;
	 
	 	3.4	 	It is not necessary or desirable to ensure the priority, validity and
enforceability of the obligations of ILFC Labuan as Intermediate Lessee under the Loan
Documents (including the security interest, if any deposits or funds held by, or on
behalf of, ILFC Labuan as Intermediate Lessee thereunder), that the Loan Documents to
which ILFC Labuan as Intermediate Lessee is a party be filed, registered or recorded
in any public office or elsewhere or that any other instrument relating thereto be
signed, delivered, filed, registered or recorded, that any tax or duty be paid or that
any other action whatsoever be taken (other than those listed in Paragraphs 2.11 to
2.20, which have been obtained), save for the adjudication of the Loan Documents by
the Stamp Office as being exempt from stamp duty under the Stamp Duty (Exemption)
Order 2000 and the registration of the security interest in the Aircraft Mortgage and
Security Agreement at Section 2.01A(a) with the Malaysian Aircraft Register;
	 
	 	3.5	 	On the termination of the Credit Agreement (whether on expiry or otherwise)
as contemplated in the Aircraft Mortgage and Security Agreement, ILFC Labuan as
Intermediate Lessee and, on the security constituted by the Aircraft Mortgage and
Security Agreement becoming enforceable, the Security Trustee would be entitled:






	 	3.5.1	 	to repossess the Aircraft;
	 
	 	3.5.2	 	to deregister the Aircraft from the aircraft register in Malaysia; and
	 
	 	3.5.3	 	to export the Aircraft from Malaysia;






	 	 	 	     without requiring any further consents, approvals or licenses from any
governmental or regulatory authority in Malaysia but subject to the terms of any
covenant given respectively by ILFC Labuan as Intermediate Lessee or the Security
Trustee to the Lessee not to interfere with the Lessee’s quiet enjoyment of the
Aircraft;
	 
	 	3.6	 	The Loan Documents to which ILFC Labuan as Intermediate Lessee is a party
have been properly signed and delivered on behalf of ILFC Labuan as Intermediate
Lessee and the obligations on the part of ILFC Labuan as Intermediate Lessee contained
therein are valid and legally binding on and enforceable in accordance with their
terms against ILFC Labuan as Intermediate Lessee under the laws of Malaysia and in the
courts of Malaysia;





 








 






	 	3.7	 	The obligations of ILFC Labuan as Intermediate Lessee under the Loan
Documents to which ILFC Labuan as Intermediate Lessee is a party rank at least equally
and ratably (pari passu) in point of priority and security with all other unsecured
and unsubordinated obligations of ILFC Labuan as Intermediate Lessee save and except
preferential debts (a list of which appears in Annex A) in a winding up of ILFC Labuan
as Intermediate Lessee;
	 
	 	3.8	 	There is no applicable usury or interest limitation law in Malaysia which may
restrict the recovery of payments in accordance with the Credit Agreement;
	 
	 	3.9	 	There are no stamp duties, transfer taxes or documentary taxes of any kind
payable in Malaysia in connection with the signature, execution and delivery of the
Loan Documents or in connection with payments made pursuant to the Loan Documents to
which ILFC Labuan as Intermediate Lessee is a party and the Loan Documents will be
adjudicated by the Stamp Office as being exempt from stamp duty under the Stamp Duty
(Exemption) Order 2000;
	 
	 	3.10	 	The Loan Documents do not need to be notarized, legalized, apostilled or
consularized as a condition to the legality, validity, filing, enforceability or
admissibility in evidence thereof in Malaysia save for the Loan Documents by the Stamp
Office as being exempt from stamp duty under the Stamp Duty (Exemption) Order 2000;
	 
	 	3.11	 	Subject to the approvals set out in paragraph 2 being obtained, none of the
addressees hereof will violate any law or regulation in Malaysia by reason of entering
into the Loan Documents, or performing its obligations thereunder;
	 
	 	3.12	 	It is not necessary to establish a place of business in Malaysia or to be
licensed, qualified or entitled to do business in Malaysia in order to exercise or
enforce any provisions of the Loan Documents and no party (other than ILFC Labuan as
Intermediate Lessee) to any of the Loan Documents will be deemed to be resident,
domiciled or carrying on any commercial activity or business in Malaysia or subject to
any tax in Malaysia as a result only of the execution, delivery and performance of any
of the Loan Documents or the consummation of any of the transactions contemplated by
the Loan Documents;
	 
	 	3.13	 	The choice of New York to govern the Loan Documents to which ILFC Labuan as
the Intermediate Lessee is a party will be upheld as a valid choice of law in and
binding in any action in the courts of Malaysia, and each of such Loan Documents is in
proper legal form for enforcement in the courts of Malaysia;
	 
	 	3.14	 	The consent to the jurisdiction by ILFC Labuan as Intermediate Lessee
contained in the Loan Documents to which ILFC Labuan as Intermediate Lessee is a party
is valid and binding on ILFC Labuan as Intermediate Lessee and not subject to
revocation;
	 
	 	3.15	 	Neither ILFC Labuan as Intermediate Lessee nor any of its assets is entitled
to immunity on the grounds of sovereign immunity or other immunity or otherwise in any
legal action or proceeding in connection with the Loan Documents to which Intermediate
Lessee is a party;
	 
	 	3.16	 	It is not necessary under the laws of Malaysia to obtain any consent,
permission, or administrative approval from any governmental or other regulatory
authorities of Malaysia for, nor under such laws is there any prohibition on, any
payment to be made by




 









 





	 	 	 	ILFC Labuan as Intermediate Lessee to the Security Trustee or in connection with
the Aircraft or any part thereof;
	 
	 	3.17	 	Any judgment obtained in the courts of New York in respect of any of the Loan
Documents will be enforceable in the courts of Malaysia subject to the following:
	 
	 	 	 	By virtue of the Reciprocal Enforcement of Judgments Act 1958 (“REJA”) of Malaysia,
only a judgment obtained in a superior court of certain commonwealth countries
(“reciprocating countries”) as set out in the First Schedule thereto shall, subject
to the provisions of the REJA, upon registration with the courts of Malaysia within
6 years after the date of judgment, or where there have been proceedings by way of
appeal against the judgment, after the date of the last judgment, have the same
force and effect as if it had been a judgment originally entered or obtained, as of
the date of registration, in the registering court.
	 
	 	 	 	As the United States of America is not a reciprocating country under the REJA,
a judgment obtained in any state in the United States of America is not
registrable under the REJA, and hence not directly enforceable by the courts
of Malaysia. A judgment obtained from a court of the State of New York, the
United States of America, may however, be enforced in Malaysia by bringing a
fresh action based on the judgment of such court before the Malaysian
courts.
	 
	 	 	 	As far as we are aware, courts of Malaysia having jurisdiction over ILFC Labuan as
Intermediate Lessee will, provided that the submission of ILFC Labuan as
Intermediate Lessee to the jurisdiction of the State of New York and the manner in
which service of process is to be effected upon ILFC Labuan as Intermediate Lessee
are in compliance with the laws governing such submission or service of process,
recognise and enforce an action based on the judgment of any federal or state court
in the State of New York, United States of America. In such proceedings in
Malaysia, the Malaysian courts will not re-examine the issues in dispute, subject
to the Lessee raising one or more of the following defences:






	 	(a)	 	that the court in the State of New York, the United States of
America, had no jurisdiction to adjudicate over the subject matter of the
dispute based on the Loan Documents;
	 
	 	(b)	 	that the judgment was obtained by fraud or duress;
	 
	 	(c)	 	that enforcement of the judgment would be contrary to public policy;
	 
	 	(d)	 	that the proceedings in which the judgment was obtained were
opposed to natural justice;
	 
	 	(e)	 	that the judgment was directly or indirectly for the payment
of taxes or other charges of a like nature or of a fine or other penalty;
	 
	 	(f)	 	that the judgment was not final and conclusive;
	 
	 	(g)	 	that the judgment was wholly satisfied;
	 
	 	(h)	 	that the judgment is not for a fixed sum; and





 








 





	 	(i)	 	that the judgment was either directly or indirectly intended
to enforce the penal laws or sanctions imposed by the authorities of either
the State of New York of the United States of America.






	 	 	 	In deciding whether to enforce the agreement between the parties as to the proper
forum to resolve any disputes between them, the Malaysian courts will apply the
principles enunciated in the case of the Fehmarn (1958) 1 All ER 333. The
Malaysian courts have taken the view that where a cause of action in respect of any
dispute in relation to a contract arises and is therefore properly within its
jurisdiction, the court has a discretion whether or not to adjudicate upon the
claim in the action even where the parties have agreed to refer such dispute to a
foreign court, and that the question of jurisdiction is quite separate from the
question of the proper law of the contract to be applied.
	 
	 	3.18	 	The Federal Constitution of Malaysia guarantees the protection of property
from expropriation without adequate compensation. The Aircraft may, however, be
detained and forfeited pursuant to court proceedings in any of the following
circumstances:





          1. Civil Aviation Regulations 1996 


          Pursuant to Regulations 141 to 144 of the Malaysian Civil Aviation Regulations
1996 (“MCAR”), where an owner or operator of an aircraft defaults in payment to the
Director-General of the DCA of any charges incurred by virtue of the MCAR, the
Director-General of the DCA may enter in the Aircraft Register a lien over (a) the
aircraft in respect of which the charges was incurred; and (b) any other aircraft
of which the person in default is the owner or operator at the time when the
detention begins. The aircraft lien vested in the Director-General of the DCA shall
secure the following:



	 	(a)	 	the unpaid charges
	 
	 	(b)	 	any penalty that is or becomes payable in respect of the
unpaid charge; or
	 
	 	(c)	 	any further outstanding amounts in respect of the aircraft.





          2. Income Tax Act 1967


          Where any income tax payable by the Lessee remains unpaid for a period
exceeding 3 months, the Director-General of the Inland Revenue Board of Malaysia
may with the approval of the Minister of Finance of Malaysia, direct the customs
authority to refuse clearance from any airport in Malaysia to any aircraft wholly
or partly owned or chartered by the Lessee until the tax is paid. Whilst the above
provision does not amount to a lien, possessory right or right of detention, they
may restrict the ability of the owner of the aircraft to repossess the aircraft.


          3. Customs Act 1967


          Pursuant to Section 41 of the Customs Act 1967 of Malaysia, clearance in
respect of any aircraft operated by the Lessee and departing from any customs
airport in Malaysia may be refused by an officer of the Customs and Excise
Department of Malaysia if any provisions of the Customs Act 1967 or regulations
thereunder are not complied with by the Lessee or any charges or penalties due by
such aircraft or the Lessee until all duties payable in respect of any goods
shipped therein have been paid or their payment secured by such deposit or written
guarantee


 








 







as may be required by the customs officer. Under Section 109 of the Customs
Act 1967, the customs officer also has the power to go on board any aircraft and
search the aircraft. Whilst the above provisions do not amount to a lien,
possessory right or right of detention, they may restrict the ability of the owner
of the aircraft to repossess the aircraft.




          4. Admiralty Law




Under the Courts of Judicature Act 1968 and the UK Supreme Court Act 1981, the
aircraft may be arrested for claims for pilotage, towage and salvage.




	 	5.	 	International Interests in Mobile Equipment (Aircraft)
Act 2006 (Cape Town Convention)






          In the event of default as provided in the Convention, the chargee may, to
the extent that the chargor has at any time so agreed and subject to any
declaration that may be made by a Contracting State under the Convention, exercise
any one or more of the following remedies:




	 	(a)	 	take possession or control of any object charged to it;
	 
	 	(b)	 	sell or grant a lease of any such object;
	 
	 	(c)	 	collect or receive any income or profits arising from the
management or use of any such object.






          (Protocol)




          Further, Malaysia declared that the following liens have priority:




	 	(a)	 	liens in favour of airline employees for unpaid wages
arising since the time of a declared default by that airline under a contract
to finance or lease an aircraft object;
	 
	 	(b)	 	liens in favour of repairers of an aircraft object in their
possession to the extent of service or services performed on and value added
to that aircraft object.






	 	3.19	 	The payment of foreign currency under the Loan Documents is not subject to
any exchange control restrictions, provided that the approvals set out in paragraph 2
have been obtained;
	 
	 	3.20	 	In any action in Malaysia against the Lessee under any of the Loan Documents
to which it is a party judgment may be given in United States currency. A judgment in
United States currency would, upon enforcement by the court, be converted to Ringgit
Malaysia;
	 
	 	3.21	 	ILFC Labuan as Intermediate Lessee may be subject to voluntary or involuntary
liquidation or scheme of arrangement or compromise or placed in receivership pursuant
to the terms of the Companies Act 1965. Apart from the Companies Act
1965 as aforesaid,
we do not consider that there are any other Malaysian laws which would be applicable
to the Lessee in respect of the bankruptcy, protection from creditors, administration,
receivership, reorganisation, scheme of arrangement or compromise or special
administration of the same. If the Lessee were to be placed in




 









 





	 	 	 	liquidation or in receivership pursuant to the laws of Malaysia, ILFC Labuan as
Intermediate Lessee would be entitled to recover possession of the Aircraft in
accordance with the terms of the Aircraft Mortgage and Security Agreement and could
not be inhibited legally by any liquidator/receiver of ILFC Labuan as Intermediate
Lessee;
	 
	 	3.22	 	The Loan Documents provide for the remedies that are customary under the laws
of Malaysia to provide for the protection of the parties’ interests and rights against
ILFC Labuan as Intermediate Lessee and the Aircraft; and
	 
	 	3.23	 	There are no liens, mortgages or charges registered over the Aircraft;
	 
	 	3.24	 	The security interests created under the Aircraft Mortgage and Security
Agreement namely the Aircraft Mortgages are interests registrable on the Malaysian
Aircraft Register, LOFSA and the Register of Charges of ILFC Labuan; and
	 
	 	3.25	 	The security interests created under the Depository Account and Account
Control Agreement namely the Account Collateral are interests registrable with LOFSA
and the Register of Charges of ILFC.






	4.	 	Qualifications
	 
	 	 	We do not purport to be experts on and do not purport to be generally familiar with or
qualified to express legal opinions based on any law other than the laws of Malaysia as
currently applied and accordingly express no legal opinion herein based upon any law other
than the laws of Malaysia.
	 
	 	 	To the extent that the laws of New York, the United States of America, which is expressed
to be the governing law of any of the Loan Documents may be relevant, we have made no
independent investigation thereof and our opinion may therefore be subject to the effect of
such laws.
	 
	 	 	Our opinion as to enforceability of the Loan Documents relates only to their enforceability
in Malaysia in circumstances where the courts in Malaysia have and accept jurisdiction. The
term “enforceability” in this opinion refers to the legal character of the obligations
assumed by ILFC Labuan as Intermediate Lessee under the Loan Documents, i.e. it is of a
character which is enforceable or recognized under Malaysian laws. It does not mean or
imply that the Loan Documents will be enforced in all circumstances by or against third
parties or that any particular remedy will be available.






	 	4.1	 	Insolvency Laws: Enforcement of the Loan Documents may be limited by any laws
relating to bankruptcy, insolvency, liquidation, receivership, reorganisation, scheme
of arrangement or compromise, fraudulent conveyance, moratorium, special
administration or other similar laws relating to or affecting creditors’ rights
generally;
	 
	 	4.2	 	Statute of Limitation, Estoppel etc: A claim under any of the Loan Documents
may be or become barred under laws relating to the limitation of actions, estoppel,
exercise of judicial discretion or similar principles or may be or become subject to
set-off or counterclaim or any possessory lien generally;
	 
	 	4.3	 	General Principles of Equity: Enforcement may be limited by general
principles of equity, for example, equitable remedies such as injunctions and orders
for specific performance, are discretionary, will not be granted automatically, and
may not be available where damages are considered to be an adequate remedy;





 








 





	 	4.4	 	Performance outside Malaysia: Where obligations are to be performed in a
jurisdiction outside Malaysia, they may not be enforceable in Malaysia to the extent
that performance would be illegal or contrary to public policy under the laws of that
jurisdiction;
	 
	 	4.5	 	Frustration: Enforcement may be limited by provisions of Malaysian laws
applicable to agreements held to have been frustrated by events happening after its
execution.
	 
	 	 	 	In addition, this opinion is subject to the following qualifications:
	 
	 	4.6	 	Exercise of Discretion: Where any of the parties to the Document is vested
with a discretion or may determine a matter in its opinion, the courts in Malaysia may
require that such discretion be exercised reasonably or that such opinion be based on
reasonable grounds;
	 
	 	4.7	 	Conclusive evidence clause: Any provision in any of the Loan Documents to the
effect that any calculation, determination, certification, notification or opinion
will be conclusive and binding, may not be enforceable if such calculations,
determinations or certifications, notification or opinions are fraudulent or
manifestly inaccurate and may not necessarily prevent judicial enquiry into the merits
of any claim based on such calculations, determinations, certifications, notifications
or opinion by an aggrieved party;
	 
	 	4.8	 	Certificate of Indebtedness: Any provision in the Loan Documents in respect
of tax, currency and other indemnities, which provides for ILFC Labuan as Intermediate
Lessee to indemnify the other parties thereto against all losses, claims, costs,
charges and expenses incurred by any of them in relation to or arising out of the Loan
Documents, such other parties are nevertheless obliged to show the amount of loss or
expenses incurred or suffered by them in relation to or arising under the relevant
Loan Documents if the matter were brought before the courts in Malaysia.
	 
	 	 	 	Where there is an express provision that the guarantor under a document accepts a
certificate of indebtedness signed by an authorised officer of the lender as being
conclusive evidence, there is no requirement for the beneficiary of the guarantee
to prove the underlying debt. However, where there is manifest error on the face
of the certificate, the guarantor is not precluded from adducing evidence which
casts doubt on the accuracy of the certificate. It is then for the lender to prove
the quantum of debt (Chen Heng Ping & Ors v. Intradagang Merchant Bankers (M) Bhd
(1995) 2 MLJ 363);
	 
	 	4.9	 	Choice of Laws: The courts in Malaysia may not give effect to the choice of a
foreign law as the governing law if:






	 	4.9.1	 	the choice of such law as the governing law is contrary to
public policy in Malaysia; or
	 
	 	4.9.2	 	the choice of such law was not made bona fide.






	 	 	 	In addition, where obligations are to be performed or have effect in a jurisdiction
outside Malaysia, they may not be enforceable in Malaysia to the extent such
performance or effect would be illegal under the laws of that jurisdiction;
	 
	 	4.10	 	Concurrent Proceedings: Proceedings before a court in Malaysia may be stayed
if the subject of the proceedings is currently before any other court or tribunal;





 








 





	 	4.11	 	Security for Costs: If an action is commenced in Malaysia by a foreign
party, security for costs calculated by reference to the quantum of the claim may have
to be furnished by that party on the application of the local party;
	 
	 	4.12	 	Submission to Jurisdiction and Stay of Proceedings: The submission to the
jurisdiction of a foreign court may result in an action commenced in Malaysia by the
party submitting to the jurisdiction of the Malaysian courts being stayed. The courts
in Malaysia, in assessing the merits of an application for a stay, will generally
consider factors as to the suitability of any other forum compared with Malaysia;
	 
	 	4.13	 	Legislation with Retrospective Effect: The relevant Minister may by
government gazette make an order that certain legislative provisions are to have
retrospective effect provided that the said legislation expressly provides that it
shall have retrospective effect;
	 
	 	4.14	 	Notices: Certain notices, consisting principally of notices of default and
termination, will only be considered to have been properly delivered under Malaysian
law if delivered via a Malaysian notary or by telegram or by registered mail (return
receipt requested) and will be deemed to have been given only as of the date of proper
service in accordance with the laws of Malaysia;
	 
	 	4.15	 	Amendment of Agreements: Although certain of the Loan Documents provide that
any amendments, variations, supplements or modifications to be made in any of the Loan
Documents must be in writing, a Loan Document may nevertheless be varied, amended or
discharged without such express written agreement but by an oral agreement or a course
of dealing between the parties;
	 
	 	4.16	 	Search Results obtained from the LOFSA: A search at the records of ILFC
Labuan as Intermediate Lessee maintained at LOFSA in Labuan, Malaysia may only reveal
the status of ILFC Labuan as Intermediate Lessee based on the records maintained with
the LOFSA at a certain date and available for inspection and as such, may not be
complete or up-to-date. If a winding up petition has been presented against ILFC
Labuan as Intermediate Lessee, searches on the records maintained at LOFSA may not be
capable of revealing this. In addition, a winding up order made or a resolution
passed for the winding up of ILFC Labuan as Intermediate Lessee or the appointment of
a receiver or manager may not be filed immediately with LOFSA;
	 
	 	4.17	 	Opinion on Facts: We have not investigated and, except as specifically
stated in this opinion, make no comment with regard to any warranties, facts, opinions
or representations in the Loan Documents or otherwise on their accuracy or adequacy.
No documents other than those listed in paragraph 1 which we have deemed necessary and
relevant in connection with the opinion hereinbefore set forth have been examined by
us;
	 
	 	4.18	 	Severability: Notwithstanding the severability provision in any of the Loan
Documents, the Malaysian court may determine whether or not an illegal or
unenforceable provision may be severed from the document in question;
	 
	 	4.19	 	Indemnity for Legal Costs: The Malaysian courts may, at its discretion,
decline to give effect to any indemnity for legal costs incurred;
	 
	 	4.20	 	Currency of Judgment: The Malaysian courts have the discretion to decline to
give judgment in a currency other than Ringgit Malaysia;





 








 





	 	4.21	 	Exchange control regulations: In any proceedings taken in Malaysia for the
enforcement of the Loan Documents, any sum required to be paid under any judgment or
order of any court in Malaysia (whether as a debt, damages or otherwise) to or for the
credit of any person resident outside Malaysia must be paid into court, and may be
paid to or for the credit of such person only with the permission of the Controller of
Foreign Exchange: Paragraph 1, Fourth Schedule of the Exchange Control Act 1953. In
this respect, the Controller of Foreign Exchange has pursuant to ECM4, granted general
permission for Malaysian resident to make payment in foreign currency to a
non-resident for any purpose other than payment for investment abroad in any form or
payment under a guarantee for non-trade purposes, subject to the completion of a
statistical Form P in the event the payment exceeds RM200,000.00 or USD58,317.54
(based on the exchange rate of RM3.4295 for every RM1.00);
	 
	 	4.22	 	Default Interest: In relation to the validity or binding effect of the
provision relating to default interest in any of the Loan Documents, a Malaysian court
will give effect to a provision allowing for default interest to be charged so long as
the rate of interest charged can be justified on commercial grounds, and the interest
charged is not exorbitant or in the nature of a penalty. Default interest may or may
not be a penalty depending on the circumstances (Realvest Properties Sdn Bhd v. The
Cooperative Central Bank Limited (under receivership) [1996] 3 CLJ 823).
	 
	 	 	 	Should a Malaysian court decide that such a provision was in the nature of a
penalty, the court would only award interest on sums not paid under the relevant
Loan Documents when due at whatever rate the court considered in the particular
circumstances to be the normal rate. In the case of OCBC Bank (Malaysia) Berhad v.
Livision Sdn Bhd [1998] 1 LNS 46, the court held that a default interest of 1%
above the prescribed rate was not exorbitant and thus, enforceable against the
borrower;
	 
	 	4.23	 	Payment in a Restricted Currency: A provision in any of the Loan Documents
requiring ILFC Labuan as Intermediate Lessee to make payment in any currency other
than US Dollars, is unenforceable to the extent that the notice or demand for payment
requires payment to be made by ILFC Labuan as Intermediate Lessee in any “Restricted
Currency” as defined in ECM 1, (namely any currency of Israel) unless the prior
approval of the Controller of Foreign Exchange of Malaysia has been obtained;
	 
	 	4.24	 	Payment to a Specified Person: A provision in any of the Loan Documents
requiring ILFC Labuan as Intermediate Lessee to make payment to or perform any other
obligations in favour of a “Specified Person” is unenforceable. Pursuant to ECM1, a
“Specified Person” means (a) Israel or its residents; (b) the authorities of Israel;
(c) the agencies and instrumentalities of Israel or their residents; or (d) any entity
owned or controlled, directly or indirectly, by Israel or their residents unless the
prior approval of the Controller of Foreign Exchange of Malaysia has been obtained;
	 
	 	4.25	 	Increase of Share Capital of Intermediate Lessee: We express no opinion on
the validity or binding effect of the relevant provisions of the Agreement to the
extent that it restrict or prohibit ILFC Labuan as Intermediate Lessee’s exercise of
its power to increase its share capital. An offshore company may, pursuant to section
51(1) of the Offshore Companies Act 1990 of Malaysia, by special resolution increase
its share capital by the creation of new shares, and pursuant to section 47(1) of the
Offshore





 








 





	 	 	 	Companies Act 1990 shall have the power to issue the number of shares stated in its
memorandum of association;
	 
	 	4.26	 	Exportation of the Aircraft from Malaysia: The exportation of the Aircraft
from Malaysia is subject to the completion and satisfaction of all such surveys,
inspections and other administrative and other requirements to be complied with in
respect of the Aircraft as may be determined from time to time by the DCA or by the
importing aviation authority and subject further to the issuance of an export
certificate of airworthiness by the DCA;
	 
	 	4.27	 	Non-Registration of the Aircraft Mortgage and Security Agreement at the DCA:
Under the Civil Aviation Act 1969 and the MCAR, the only form of security interest
which is registrable on the aircraft register is a mortgage, which by the definition
in the MCAR, does not include a floating charge. In view of this, any security
interest created by ILFC Labuan as Intermediate Lessee made under the Aircraft
Mortgage and Security Agreement to the extent not amounting to a mortgage over the
Aircraft is not registrable on the aircraft register and the doctrine of the bona fide
purchaser may operate to defect the interest of the Security Trustee;
	 
	 	4.28	 	Qualification relating to registrability of a charge over the proceeds of an
insurance or a reinsurance contract constituted by a deed of assignment of insurance
or reinsurance proceeds: The Malaysian court has decided in Malaysia National
Insurance Berhad & Anor v Suruhanjaya Syarikat Malaysia & Anor [2004] 4 MLJ 472; that
there is no requirement for charge over the proceeds of a reinsurance contract
constituted by a deed of assignment of reinsurance proceeds to be registered under
Section 108 of the Companies Act 1965. The court also stated that reinsurance
proceeds and insurance proceeds have the same character, and that a reinsurance
contract is no more than a specialised form of an insurance contract, being an
insurance of an insurance policy.
	 
	 	4.29	 	Security under the Aircraft Mortgage and Security Agreement over Third Party
Debts: As regards to any relevant qualification, the effectiveness of the security
in respect of debts owing from or contractual or other rights against third parties
(other than ILFC Labuan as Intermediate Lessee) depends on the terms of the
contractual agreements between third parties concerned and ILFC Labuan as Intermediate
Lessee and any restrictions thereunder. The effectiveness of the security in respect
of assets, property or rights outside Malaysia is further subject to the compliance
with all laws of the jurisdiction in which such assets, property or rights are
located.






	5.	 	Assumptions
	 
	 	 	For the purposes of this Opinion, we have assumed that:






	 	5.1	 	ILFC Labuan as Intermediate Lessee has not taken any corporate or other
action nor have any steps been taken or legal proceedings been started against ILFC
Labuan as Intermediate Lessee for the liquidation, winding-up, dissolution,
reorganisation or administration of ILFC Labuan as Intermediate Lessee or for the
appointment of a liquidator, receiver, trustee, administrator, administrative receiver
or similar officer of ILFC Labuan as Intermediate Lessee or all or any of its assets
and that ILFC Labuan as Intermediate Lessee is not insolvent or unable to pay its
debts and has not been dissolved;





 








 






	 	5.2	 	such of the Loan Documents which are subject to laws other than the laws of
Malaysia, have been executed and are legally valid and binding under the laws to which
they are expressed to be subject.
	 
	 	5.3	 	All original documents supplied to us are complete, authentic and up-to-date,
and that all photocopies of documents supplied to us whether by facsimile or otherwise
are complete and conform to the originals;
	 
	 	5.4	 	All signatures, seals and stamp duty markings on the documents supplied to us
are genuine;
	 
	 	5.5	 	All certificates, confirmations, opinion letters or other documents submitted
to us for the purposes of this opinion or relied on by us continue to be valid,
accurate and in full force and effect;
	 
	 	5.6	 	Each of the signatories to the Loan Documents (other than ILFC Labuan as
Intermediate Lessee) has the authority, capacity and power to execute or, as
applicable, issue the Loan Documents;
	 
	 	5.7	 	Where any of the Loan Documents are executed or as applicable, issued outside
Malaysia, the formalities for execution, and if applicable, stamping or registration
required by the laws of the place of execution have been or will be complied with;
	 
	 	5.8	 	All factual matters, representations and warranties contained in the
Documents are accurate, true, correct and complete;
	 
	 	5.9	 	The Loan Documents have been duly authorised, executed and delivered, or as
applicable, issued, by each of the parties thereto (other than ILFC Labuan as
Intermediate Lessee) in accordance with its constitutive documents, by-laws or
articles of incorporation and all applicable law;
	 
	 	5.10	 	No party has entered into or will enter into or has issued or will issue any
of the Loan Documents by reason or in consequence of (whether wholly or partially)
fraud, mistake, duress, undue influence, misrepresentations or any other similar act,
matter or thing which would or might vitiate or prejudicially affect the validity of
any of the Loan Documents or otherwise entitle a party to avoid, rescind or have
rectified any of the Loan Documents or any of their obligations under the Loan
Documents or give rise to a claim for damages;
	 
	 	5.11	 	All other documents, agreements, certificates or other instruments referred
to in any of the Loan Documents and which may affect the legality, validity and
enforceability of the Loan Documents are themselves legal, valid and enforceable;
	 
	 	5.12	 	All files, records and documents maintained in the office of the LOFSA and
DCA, as the case may be, in respect of each of ILFC Labuan as Intermediate Lessee
contain all particulars, documents, matters and things which should have been recorded
therein and that the results of the searches conducted were, accordingly, accurate,
up-to-date and complete, and that such particulars, documents, matters and things have
not been materially altered since the date of the relevant searches;
	 
	 	5.13	 	The Loan Documents have been duly executed and delivered by the parties
thereto and will effect and constitute legal, valid, binding and enforceable
obligations of those parties under New York laws, as applicable;




 









 






	 	5.14	 	There are no provisions of law or regulations of any jurisdictions (other
than Malaysia) which would be contravened by the execution or delivery of the Loan
Documents or which would have any implication in relation to this opinion and that
insofar as any obligation under, or action to be taken under, the Loan Documents is
required to be taken or performed in any jurisdiction outside Malaysia, the
performance of such obligation or the taking of such action will constitute valid and
binding obligations of ILFC Labuan as Intermediate Lessee under the laws of the
jurisdiction and will not be impossible, illegal, void or voidable by virtue of the
laws of that jurisdiction; none of the parties to the Loan Documents intends to
perform any transaction contemplated by the Loan Documents in an illegal manner under
the laws of Malaysia;
	 
	 	5.15	 	The person or persons who signed the Loan Documents on behalf of ILFC Labuan
as Intermediate Lessee are the person(s) who were authorised to do so by the relevant
directors’ resolutions of ILFC Labuan as Intermediate Lessee, as the case may be, or
will be recognised or acknowledged by ILFC Labuan as Intermediate Lessee whether
express or otherwise, as having such authority;
	 
	 	5.16	 	There have been no amendments to the memorandum and articles of association
of ILFC Labuan as Intermediate Lessee in the form certified on 6 October 2009 for the
purposes of this opinion and the memorandum and articles of association of ILFC Labuan
as Intermediate Lessee have annexed thereto all resolutions as are by law required to
be attached thereto and are complete and accurate in all respects;
	 
	 	5.17	 	The directors’ resolutions of ILFC Labuan as Intermediate Lessee fully and
accurately reflect the matters contained therein and were duly passed at properly
convened meetings of duly appointed directors of ILFC Labuan as Intermediate Lessee,
as the case may be, a duly qualified quorum of such directors voted in favour of
approving the resolutions, any statutory or other provision relating to the
declaration of directors’ interests or the power of interested directors to vote was
duly observed and such resolutions have not been amended, revoked or rescinded
(whether in whole or in part) and, in the case of ILFC Labuan as Intermediate Lessee,
the execution of the relevant Loan Documents prior to the date of the resolution have
been duly ratified by the resolution of the directors of ILFC Labuan as Intermediate
Lessee;
	 
	 	5.18	 	Each of the parties to the Loan Documents as well as each of its officers,
employees and agents, does not have notice of:






	 	5.18.1	 	any matter which would adversely affect the bona fides of the execution and
delivery by ILFC Labuan as Intermediate Lessee of the Loan Documents; and
	 
	 	5.18.2	 	any other matter which would adversely affect the validity of the directors’
resolutions referred to in paragraphs 2.9 above.






	 	5.19	 	At the time of, and immediately after, the execution and delivery of the Loan
Documents, ILFC Labuan as Intermediate Lessee was not and will not be unable to pay
its debts within the meaning of Section 218 of the Companies Act 1965 of Malaysia and
will not be rendered insolvent as a result of its execution and delivery of the Loan
Documents;
	 
	 	5.20	 	The choice of New York law to govern the Loan Documents was freely made, for
bona fide purposes and not to evade the laws of any jurisdiction;




 









 






	 	5.21	 	The parties to the Loan Documents (other than ILFC Labuan as Intermediate
Lessee) have complied with all laws and regulations relating to their respective
businesses which are relevant to Loan Documents;
	 
	 	5.22	 	There are no material facts, the omission of which would adversely affect the
validity of the Loan Documents, or the opinion contained in this letter;
	 
	 	5.23	 	Any decision to enter into and execute the Loan Documents was reached by the
directors of ILFC Labuan as Intermediate Lessee in good faith, for the benefit of ILFC
Labuan as Intermediate Lessee, and without intention to defraud the creditors of ILFC
Labuan as Intermediate Lessee and was a decision the directors of ILFC Labuan as
Intermediate Lessee could reasonably take in the commercial interests of ILFC Labuan
as Intermediate Lessee, on the basis of the information available to them;
	 
	 	5.24	 	The approvals, orders or authorizations referred to in paragraph 2 will
remain in full force and will not be varied, revoked or amended for as long as each of
the Loan Documents remains in force; and each of the terms and conditions attached to
such approvals, orders or authorizations have been or will be complied with in
accordance its terms; and
	 
	 	5.25	 	There have not been and are no contractual or similar restrictions binding on
ILFC Labuan as Intermediate Lessee which would affect the conclusions in this opinion
and that the execution, delivery and performance by ILFC Labuan as Intermediate Lessee
of the Loan Documents have not violated and do not and will not violate in any respect
any provisions of any contracts or arrangements to which it is a party or which are
binding on it.






	6.	 	Reliance on Opinion
	 
	 	 	This opinion may be relied upon by and is issued for the benefit of the persons to whom it
is addressed solely for their use. Except with our prior written consent, it may not be
disclosed or quoted or relied upon by any other person or for any purposes (other than
their legal advisers). This opinion is limited to the matters expressly stated herein, and
does not extend to, and is not to be read as extended by implication to, any other matter
in connection with the Loan Documents referred to therein.






 









 




ANNEX A


List of Preferential Debts



	 	 	 	 	 
	Order of Priority	 	Description of Preferential Debt
	1.

	 	FIRST
	 	the costs and expenses of the winding up
including the taxed costs of a petitioner
payable under section 220 of the Companies Act
1965, the remuneration of the liquidator and
the costs of any audit carried out pursuant to
section 281 of the Companies Act 1965
	 
	 	 	 	 
	 

	 	 	 	The provisions of the Companies Act 1965 above
are applicable to ILFC Labuan as Intermediate
Lessee by virtue of Section 131 Offshore
Companies Act 1965.
	 
	 	 	 	 
	2.

	 	SECONDLY
	 	all wages or salary (whether or not earned
wholly or in part by way of commission)
including any amount payable by way of
allowance or reimbursement under any contract
of employment or award or agreement regulating
conditions of employment, of any employee not
exceeding one thousand five hundred ringgit or
such other amount as may be prescribed from
time to time whether for time or piecework in
respect of services rendered by him to the
company within a period of four months before
the commencement of the winding up;
	 
	 	 	 	 
	3.

	 	THIRDLY
	 	all amounts due in respect of worker’s
compensation under any written law relating to
worker’s compensation accrued before the
commencement of the winding up;
	 
	 	 	 	 
	4.

	 	FOURTHLY
	 	all remuneration payable to any employee in
respect of vacation leave, or in the case of
his death to any other person in his right,
accrued in respect of any period before the
commencement of the winding up;
	 
	 	 	 	 
	5.

	 	FIFTHLY
	 	all amounts due in respect of contributions
payable during the twelve months next before
the commencement of the winding up by the
company as the employer of any person under any
written law relating to employees
superannuation or provident funds or under any
scheme of superannuation or retirement benefit
which is an approved scheme under the federal
law relating to income tax
	 
	 	 	 	 
	6.

	 	SIXTHLY
	 	the amount of all federal tax assessed under
any written law before the date of the
commencement of the winding up or assessed at
any time before the time fixed for the proving
of debts has expired.





 








 







EXHIBIT G-2




Form of Opinion of Daugherty, Fowler, Peregrin, Haught & Jenson




To the Parties Named on

      Schedule 1 attached hereto




RE:





     One (1) Airbus model A319-132 (shown on the IR as AIRBUS model A319) aircraft bearing
manufacturer’s serial number 3463 and U.S. Registration No. N502VL (the “Airframe”) and two
(2) International Aero Engines AG (IAE) model V2524-A5 (shown on the IR as INTERNATIONAL AERO
ENGINES model V2500-A5) aircraft engines bearing manufacturer’s serial numbers V12891 and
V12893 (the “Engines”)



Ladies and Gentlemen:




          Acting as special legal counsel in connection with the transactions contemplated by the
instruments described below, this opinion is furnished to you with respect to (i) the registration
of interests with the International Registry (the “IR”) created pursuant to, and according to the
provisions of, the Convention on International Interests in Mobile Equipment (the “Convention”),
the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific
to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on November 16,
2001, together with the Regulations for the International Registry (the “Regulations”), the
International Registry Procedures (the “Procedures”), and all other rules, amendments, supplements,
and revisions thereto (collectively the “CTT”), all as in effect on this date in the United States
of America, as a Contracting State, and (ii) the recordation of instruments and the registration of
airframes with the Federal Aviation Civil Aircraft Registry (the “FAA”) under the requirements of
Title 49 of the United States Code (the “Transportation Code”).




          Terms capitalized herein and not otherwise defined herein shall have the meanings given in the
CTT and on Schedule 3 attached hereto.




          On October ___, 2009, we examined and filed with the FAA the following described
instruments at the respective times listed below:





	 	(a)	 	FAA Mortgage and Security Agreement-First Lien (MSN 3463) dated as of October
___, 2009 (“Security Agreement A”) by and between International Lease Finance
Corporation (“ILFC”), as grantor, and Wells Fargo Bank Northwest, National Association,
as first lien security trustee (“Security Trustee A”), granting a security interest in
the Airframe, the Engines and the Lease, which Security Agreement A was filed at _______
 _.m., C.D.T.;




 









 












To the Parties Named on

     Schedule 1 attached hereto

October __________, 2009

Page 2





	 	(b)	 	FAA Mortgage and Security Agreement-Second Lien (MSN 3463) dated as of October
___, 2009 (“Security Agreement B”) by and between ILFC, as grantor, and Wells Fargo Bank
Northwest, National Association, as second lien security trustee (“Security Trustee
B”), granting a security interest in the Airframe, the Engines and the Lease, which
Security Agreement B was filed 

at _______
 _.m., C.D.T.;
	 
	 	(c)	 	FAA Mortgage and Security Agreement-Third Lien (MSN 3463) dated as of October
___, 2009 (“Security Agreement C”) by and between ILFC, as grantor, and Wells Fargo Bank
Northwest, National Association, as third lien security trustee (“Security Trustee C”),
granting a security interest in the Airframe, the Engines and the Lease, which Security
Agreement C was filed at _______
 ___.m., C.D.T.; and,
	 
	 	(d)	 	FAA Mortgage and Security Agreement-Fourth Lien (MSN 3463) dated as of October
___, 2009 (“Security Agreement D”) by and between ILFC, as grantor, and Wells Fargo Bank
Northwest, National Association, as fourth lien security trustee (“Security Trustee
D”), granting a security interest in the Airframe, the Engines and the Lease, which
Security Agreement D was filed 

at _______
 ___.m., C.D.T.





          The interest created by the Lease is referred to herein as the “CTT Lease Interest”.
The interest created by Security Agreement A is referred to herein as “CTT Security Interest A”.
The security assignment of the Lease created by Security Agreement A is referred to herein as “CTT
Security Assignment Interest A”. The interest created by Security Agreement B is referred to
herein as “CTT Security Interest B”. The security assignment of the Lease created by Security
Agreement B is referred to herein as “CTT Security Assignment Interest B”. The interest created by
Security Agreement C is referred to herein as “CTT Security Interest C”. The security assignment
of the Lease created by Security Agreement C is referred to herein as “CTT Security Assignment
Interest C”. The interest created by Security Agreement D is referred to herein as “CTT Security
Interest D”. The security assignment of the Lease created by Security Agreement D is referred to
herein as “CTT Security Assignment Interest D”. The CTT Lease Interest, CTT Security Interest A,
CTT Security Assignment Interest A, CTT Security Interest B, CTT Security Assignment Interest B,
CTT Security Interest C, CTT Security Assignment Interest C, CTT Security Interest D and CTT
Security Assignment Interest D are referred to herein collectively as the “CTT Interests”.




          Based upon our examination of the foregoing instruments and such records of the FAA and the IR
as we deemed necessary to render this opinion, it is our opinion that:




 









 








To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 3





	5.	 	the Airframe and the Engines constitute Aircraft Objects based upon the Interim Updatable
List of Eligible Aircraft Objects compiled by the FAA;
	 
	6.	 	Security Agreement A, Security Agreement B, Security Agreement C and Security Agreement D are
in due form for recordation by, and have been duly filed for recordation with, the FAA
pursuant to and in accordance with the Transportation Code;
	 
	7.	 	the Airframe is duly registered in the name of ILFC pursuant to and in accordance with the
Transportation Code;
	 
	8.	 	the owner of the Airframe for registration purposes at the FAA is ILFC and the Airframe and
the Engines are free and clear of liens and encumbrances of record at the FAA except as
created by:
	 
	(a)	 	the Lease, which has been assigned for security purposes by:
	 
	(i)	 	Security Agreement A;
	 
	(ii)	 	Security Agreement B;
	 
	(iii)	 	Security Agreement C; and,
	 
	(iv)	 	Security Agreement D;
	 
	(b)	 	Security Agreement A;
	 
	(c)	 	Security Agreement B;
	 
	(d)	 	Security Agreement C; and,
	 
	(e)	 	Security Agreement D;
	 
	9.	 	Security Agreement A creates a duly perfected first priority security interest, subject to
the rights of the parties under the Lease, in favor of Security Trustee A, pursuant to the
Transportation Code, in the Airframe and the Engines, it being understood that no opinion is
rendered herein as to the validity, priority or enforceability of such security interest under
applicable local or foreign law, or as to recognition of the perfection 




 









 











To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 4





	 	 	of the security interest as against third parties in any legal proceeding
outside the United States;
	 
	10.	 	Security Agreement B creates a duly perfected security interest, subject to the rights of the
parties under the Lease, in favor of Security Trustee B, pursuant to the Transportation Code,
in the Airframe and the Engines, it being understood that no opinion is rendered herein as to
the validity, priority or enforceability of such security interest under applicable local or
foreign law, or as to recognition of the perfection of the security interest as against third
parties in any legal proceeding outside the United States;
	 
	11.	 	Security Agreement C creates a duly perfected security interest, subject to the rights
of the parties under the Lease, in favor of Security Trustee C, pursuant to the Transportation
Code, in the Airframe and the Engines, it being understood that no opinion is rendered herein
as to the validity, priority or enforceability of such security interest under applicable
local or foreign law, or as to recognition of the perfection of the security interest as
against third parties in any legal proceeding outside the United States;
	 
	12.	 	Security Agreement D creates a duly perfected security interest, subject to the rights of the
parties under the Lease, in favor of Security Trustee D, pursuant to the Transportation Code,
in the Airframe and the Engines, it being understood that no opinion is rendered herein as to
the validity, priority or enforceability of such security interest under applicable local or
foreign law, or as to recognition of the perfection of the security interest as against third
parties in any legal proceeding outside the United States;
	 
	13.	 	the rights of ILFC, as lessor, and Concesionaria Vuela Compania de Aviacion, S.A. de C.V., as
lessee, under the Lease, with respect to the Airframe and the Engines, are perfected at the
FAA;
	 
	14.	 	Security Agreement A creates a duly perfected assignment for security purposes in favor of
Security Trustee A of all of the right, title and interest of ILFC in, to and under the Lease
(insofar as such assignment affects an interest covered by the recording system established by
the FAA pursuant to 49 U.S.C. Section 44107), it being understood that no opinion is herein
expressed as to the validity, priority or enforceability of such assignment under local law or
as to the recognition of the perfection of 




 









 











To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 5





	 	 	such assignment as against third parties in any legal proceeding outside the United
States;
	 
	15.	 	Security Agreement B creates a duly perfected assignment for security purposes in favor of
Security Trustee B of all of the right, title and interest of ILFC in, to and under the Lease
(insofar as such assignment affects an interest covered by the recording system established by
the FAA pursuant to 49 U.S.C. Section 44107), it being understood that no opinion is herein
expressed as to the validity, priority or enforceability of such assignment under local law or
as to the recognition of the perfection of such assignment as against third parties in any
legal proceeding outside the United States;
	 
	16.	 	Security Agreement C creates a duly perfected assignment for security purposes in favor
of Security Trustee C of all of the right, title and interest of ILFC in, to and under the
Lease (insofar as such assignment affects an interest covered by the recording system
established by the FAA pursuant to 49 U.S.C. Section 44107), it being understood that no
opinion is herein expressed as to the validity, priority or enforceability of such assignment
under local law or as to the recognition of the perfection of such assignment as against third
parties in any legal proceeding outside the United States;
	 
	17.	 	Security Agreement D creates a duly perfected assignment for security purposes in favor of
Security Trustee D of all of the right, title and interest of ILFC in, to and under the Lease
(insofar as such assignment affects an interest covered by the recording system established by
the FAA pursuant to 49 U.S.C. Section 44107), it being understood that no opinion is herein
expressed as to the validity, priority or enforceability of such assignment under local law or
as to the recognition of the perfection of such assignment as against third parties in any
legal proceeding outside the United States;
	 
	18.	 	based upon the Priority Search Certificates dated October ___, 2009 obtained from the IR,
copies of which are attached hereto as Schedule 2 and incorporated herein by reference:
	 
	(a)	 	the Airframe and the Engines are subject only to:
	 
	(i)	 	the CTT Lease Interest, which has been assigned by:




 









 











To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 6





	(1)	 	CTT Security Assignment Interest A;
	 
	(2)	 	CTT Security Assignment Interest B;
	 
	(3)	 	CTT Security Assignment Interest C; and,
	 
	(4)	 	CTT Security Assignment Interest D;
	 
	(ii)	 	CTT Security Interest A;
	 
	(iii)	 	CTT Security Interest B;
	 
	(iv)	 	CTT Security Interest C; and,
	 
	(v)	 	CTT Security Interest D;
	 
	(b)	 	the CTT Lease Interest has been duly registered on the IR and constitutes a first priority
International Interest in the Airframe and the Engines;
	 
	(c)	 	CTT Security Interest A has been duly registered on the IR and constitutes an International
Interest in the Airframe and the Engines;
	 
	(d)	 	CTT Security Interest B has been duly registered on the IR and constitutes an International
Interest in the Airframe and the Engines;
	 
	(e)	 	CTT Security Interest C has been duly registered on the IR and constitutes an International
Interest in the Airframe and the Engines;
	 
	(f)	 	CTT Security Interest D has been duly registered on the IR and constitutes an International
Interest in the Airframe and the Engines;
	 
	(g)	 	CTT Security Assignment Interest A has been duly registered on the IR as an Assignment of the
CTT Lease Interest;
	 
	(h)	 	CTT Security Assignment Interest B has been duly registered on the IR as an Assignment of the
CTT Lease Interest;




 









 













To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 7





	(i)	 	CTT Security Assignment Interest C has been duly registered on the IR as an Assignment of the
CTT Lease Interest; and,
	 
	(j)	 	CTT Security Assignment Interest D has been duly registered on the IR as an Assignment of the
CTT Lease Interest;
	 
	19.	 	the CTT Interests are entitled to the priorities, protections and benefits of the CTT,
subject to the statements on Exhibit A attached hereto;
	 
	20.	 	no further registration on the IR of the CTT Interests is required under the CTT in order to
maintain the effectiveness and priority thereof and no other registration of the Airframe or
filings other than filings with the FAA (which have been duly effected) are necessary in order
to:
	 
	(a)	 	maintain the registration of the Airframe in the name of ILFC; and,
	 
	(b)	 	maintain the lien and priority of:
	 
	(i)	 	the Lease, with respect to the Airframe and the Engines;
	 
	(ii)	 	Security Agreement A, with respect to the Airframe, the Engines and the Lease;
	 
	(iii)	 	Security Agreement B, with respect to the Airframe, the Engines and the Lease;
	 
	(iv)	 		Security Agreement C, with respect to the Airframe, the Engines and the Lease; and,
	 
	(v)	 	Security Agreement D, with respect to the Airframe, the Engines and the Lease; and,
	 
	21.	 	no authorization, approval, consent, license or order of, or registration with, or the giving
of notice to, the FAA is required for the valid authorization, delivery and performance of the
Lease, Security Agreement A, Security Agreement B, Security Agreement C and Security Agreement
D, except for such filings as are referred to above and the prior filing of the Lease with the
FAA.




In the event the CTT Interests are not subject to the CTT, then the interests created thereby
are governed by the Transportation Code or applicable law.





 









 








To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 8



This opinion is subject to certain comments, limitations and assumptions as listed in Exhibit
A attached hereto and incorporated herein by reference.





 









 








SCHEDULE 1



Wells Fargo Bank Northwest, National Association, as first lien security trustee



Wells Fargo Bank Northwest, National Association, as second lien security trustee



Wells Fargo Bank Northwest, National Association, as third lien security trustee



Wells Fargo Bank Northwest, National Association, as fourth lien security trustee



International Lease Finance Corporation



Concesionaria Vuela Compania de Aviacion, S.A. de C.V.



Federal Reserve Bank of New York





 









 








SCHEDULE 2




[the Priority Search Certificates attached hereto]





 









 





SCHEDULE 3




Description of Lease





 









 








EXHIBIT A




Assumptions and Limitations



In rendering the foregoing opinion we have assumed that:





	(i)	 	the records maintained by the FAA are accurate in all respects;
	 
	(ii)	 	the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;
	 
	(iii)	 	the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;
	 
	(iv)	 	at the time each of Security Agreement A, Security Agreement B, Security Agreement C and
Security Agreement D was concluded, the Debtor was situated, pursuant to the CTT, in the
United States;
	 
	(v)	 	the necessary parties under each of the Lease, Security Agreement A, Security Agreement B,
Security Agreement C and Security Agreement D have given the consents in writing to the
registration with the IR of the interests in the Airframe and the Engines created thereby;
	 
	(vi)	 	each of the CTT Interests is effective under applicable local law to constitute an Interest
or an Assignment subject to the CTT and registration on the IR;
	 
	(vii)	 	all of the registrations indicated on the Priority Search Certificates are fully and
properly constituted and validly created under the CTT;
	 
	(viii)	 	all documents identified in this opinion, all documents in the records maintained by the FAA
for the Airframe and the Engines, as well as any registrations on the IR pertaining to the
Airframe and the Engines, are valid, enforceable and sufficient under the relevant applicable
law or the CTT to create, effect or terminate the rights and interests they purport to create,
effect or terminate;
	 
	(ix)	 	in rendering this opinion, we have assumed that:
	 
	(a)	 	ILFC qualifies as a “citizen of the United States” as defined in the Transportation Code;
	 
	(b)	 	the instruments described above are valid and enforceable under applicable local law;
and,
	 
	(c)	 	there are no documents with respect to the Airframe and the Engines which have been filed for
recordation with the FAA under the FAA’s recording system but 




A-0









 






	 	 	which have not yet been listed
in the available records of such system as having been so filed;
	 
	(x)	 	there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates;
	 
	(xi)	 	the Airframe is not registered under the civil aircraft registry of any other country;
	 
	(xii)	 	the Interim Updatable List of Eligible Aircraft Objects compiled by the FAA, insofar as it
relates to the Airframe and the Engines, is accurate in all respects;
	 
	(xiii)	 	the Airframe and the Engines have been accurately described by manufacturer’s name, model
and serial number by the parties in each of the Lease, Security Agreement A, Security
Agreement B, Security Agreement C and Security Agreement D; and,
	 
	(xiv)	 	the United States Contracting State search certificate description of declarations,
withdrawals of declarations and categories of non-consensual rights or interests, as
communicated to the Registrar by UNIDROIT as the Depositary as having been declared by the
United States, and the date on which each such declaration or withdrawal of declaration is
recorded, are accurate in all respects.




In addition, our opinion is subject to the following limitations:





	(xv)	 	the opinion relating to the registration of the Airframe with the FAA is issued only as to
its current eligibility for registration and not with respect to events which may occur in the
future which may affect the continued eligibility for registration;
	 
	(xvi)	 	because the FAA does not maintain registration records for engines for nationality purposes,
we cannot independently verify the owner, make, model, or serial numbers of the Engines;
	 
	(xvii)	 	in rendering this opinion, we are subject to the accuracy of the FAA, its employees
and agents in the filing, indexing, cross-referencing, imaging and recording of instruments
filed with the FAA;
	 
	(xviii)	 	no opinion is expressed herein as to laws other than the CTT and the Transportation Code;
	 
	(xix)	 	this opinion as to the status of the records of the FAA as to the Airframe covers only that
period of time during which the Airframe has been subject to United States Registration; and,




A-1









 






	(xx)	 	since our examination was limited to records maintained by the FAA and the IR, our opinion:
	 
	(a)	 	in respect of rights derived from FAA filings, does not cover liens, claims or encumbrances
of which the parties have actual notice as contemplated by 49 U.S.C. §44108(a);
	 
	(b)	 	in respect of rights derived from FAA filings or registrations with the IR, does not cover
liens, claims or encumbrances which are perfected without the filing of notice thereof with
the FAA or the IR, including without limitation, federal tax liens, liens arising under
Section 1368(a) of Title 29 of the United States Code, liens arising under 49 U.S.C. §46304
and certain artisan’s liens;
	 
	(c)	 	does not cover liens perfected in foreign jurisdictions, except to the extent applicable law
would regulate their priority based on registration with the IR; and,
	 
	(d)	 	does not cover any rights to arrest or detain an airframe or an engine under any applicable
law.






A-2












 







To the Parties Named on

     Schedule 1 attached hereto






RE:



     
    One (1) AIRBUS model A319 aircraft bearing manufacturer’s serial number 2698 (the “Airframe”)
and two (2) INTERNATIONAL AERO ENGINES model V2500-A5 aircraft engines bearing manufacturer’s
serial numbers V12196 and V12205 (the “Engines”)


Ladies and Gentlemen:




          Acting as special legal counsel this opinion is furnished to you with respect to the
registration of interests with the International Registry (the “IR”) created pursuant to, and
according to the provisions of, the Convention on International Interests in Mobile Equipment (the
“Convention”), the Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on
November 16, 2001, together with the Regulations for the International Registry (the
“Regulations”), the International Registry Procedures (the “Procedures”), and all other rules,
amendments, supplements, and revisions thereto (collectively the “CTT”).




          Terms capitalized herein and not otherwise defined herein shall have the meanings given in the
CTT and on Schedule 3 attached hereto.




          Based upon our examination of such records of the IR as we deemed necessary to render this
opinion, it is our opinion that:





	1.	 	the Airframe and the Engines constitute Aircraft Objects based upon the Interim Updatable
List of Eligible Aircraft Objects compiled by the FAA;
	 
	2.	 	based upon the Priority Search Certificates dated October 15, 2009 obtained from the IR,
copies of which are attached hereto as Schedule 2 and incorporated herein by reference:






	 	(a)	 	the Airframe and the Engines are subject only to:






	 	(i)	 	the Head Lease International Interest, which has
been assigned by:






	 	1.	 	Head Lease Security Assignment
Interest A;
	 
	 	2.	 	Head Lease Security Assignment
Interest B;




 









 











To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 4





	 	3.	 	Head Lease Security Assignment
Interest C; and,
	 
	 	4.	 	Head Lease Security Assignment
Interest D;






	 	(ii)	 	the Sublease International Interest, which has been
assigned by:






	 	1.	 	Sublease Security Assignment Interest
A;
	 
	 	2.	 	Sublease Security Assignment Interest
B;
	 
	 	3.	 	Sublease Security Assignment Interest
C; and,
	 
	 	4.	 	Sublease Security Assignment Interest
D;






	 	(iii)	 	Security Agreement International Interest A;
	 
	 	(iv)	 	Security Agreement International Interest B;
	 
	 	(v)	 	Security Agreement International Interest C; and,
	 
	 	(vi)	 	Security Agreement International Interest D;






	(b)	 	the Head Lease International Interest has been duly registered on the IR and constitutes a
first priority International Interest in the Airframe and the Engines;
	 
	(c)	 	the Sublease International Interest has been duly registered on the IR and constitutes an
International Interest in the Airframe and the Engines;
	 
	(d)	 	Security Agreement International Interest A has been duly registered on the IR and constitutes
an International Interest in the Airframe and the Engines;
	 
	(e)	 	Security Agreement International Interest B has been duly registered on the IR and constitutes
an International Interest in the Airframe and the Engines;
	 
	(f)	 	Security Agreement International Interest C has been duly registered on the IR and constitutes
an International Interest in the Airframe and the Engines;




 









 











To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 5





	(g)	 	Security Agreement International Interest D has been duly registered on the IR and constitutes
an International Interest in the Airframe and the Engines;
	 
	(h)	 	Head Lease Security Assignment Interest A has been duly registered on the IR as an assignment of
the Head Lease International Interest;
	 
	(i)	 	Head Lease Security Assignment Interest B has been duly registered on the IR as an assignment of
the Head Lease International Interest;
	 
	(j)	 	Head Lease Security Assignment Interest C has been duly registered on the IR as an assignment of
the Head Lease International Interest;
	 
	(k)	 	Head Lease Security Assignment Interest D has been duly registered on the IR as an assignment of
the Head Lease International Interest;
	 
	(l)	 	Sublease Security Assignment Interest A has been duly registered on the IR as an assignment of
the Sublease International Interest;
	 
	(m)	 	Sublease Security Assignment Interest B has been duly registered on the IR as an
assignment of the Sublease International Interest;
	 
	(n)	 	Sublease Security Assignment Interest C has been duly registered on the IR as an assignment of
the Sublease International Interest; and,
	 
	(o)	 	Sublease Security Assignment Interest D has been duly registered on the IR as an assignment of
the Sublease International Interest;
	 
	3.	 	the CTT International Interests are entitled to the priorities, protections and benefits of
the CTT, subject to the statements on Exhibit A attached hereto; and,
	 
	4.	 	no further registration on the IR of the CTT International Interests is required under the
CTT in order to maintain the effectiveness and priority thereof.




In the event the CTT International Interests are not subject to the CTT, then the interests
created thereby are governed by applicable law.




 









 








To the Parties Named on

     Schedule 1 attached hereto

October ___, 2009

Page 6



This opinion is subject to certain comments, limitations and assumptions as listed in
Exhibit A attached hereto and incorporated herein by reference.




 









 








SCHEDULE 1



Wells Fargo Bank Northwest, National Association, as first lien security trustee



Wells Fargo Bank Northwest, National Association, as second lien security trustee



Wells Fargo Bank Northwest, National Association, as third lien security trustee



Wells Fargo Bank Northwest, National Association, as fourth lien security trustee



International Lease Finance Corporation



Federal Reserve Bank of New York





 









 








SCHEDULE 2




SCHEDULE 3




Description of Head Lease International Interest



International Interest registered December 4, 2008 between ILFC Ireland Limited, as Debtor,
and International Lease Finance Corporation, as Creditor, registered with the International
Registry as set forth on the Priority Search Certificates, with respect to the Airframe and the
Engines.




Description of Sublease International Interest



International Interest registered December 15, 2008 between Wind Jet S.p.a., as Debtor, and
ILFC Ireland Limited, as Creditor, registered with the International Registry as set forth on the
Priority Search Certificates, with respect to the Airframe and the Engines.




Description of Security Agreement International Interest A



International Interest registered October 15, 2009 between International Lease Finance
Corporation, as Debtor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Creditor, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.




Description of Security Agreement International Interest B



International Interest registered October 15, 2009 between International Lease Finance
Corporation, as Debtor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Creditor, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.




Description of Security Agreement International Interest C



International Interest registered October 15, 2009 between International Lease Finance
Corporation, as Debtor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Creditor, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.





S3-1









 








Description of Security Agreement International Interest D



International Interest registered October 15, 2009 between International Lease Finance
Corporation, as Debtor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Creditor, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.




Description of Head Lease Security Assignment Interest A



Assignment of an International Interest registered October 15, 2009 between International
Lease Finance Corporation, as Assignor, and Wells Fargo Bank Northwest, National Association, as
Trustee, as Assignee, registered with the International Registry as set forth on the Priority
Search Certificates, with respect to the Airframe and the Engines.




Description of Head Lease Security Assignment Interest B



Assignment of an International Interest registered October 15, 2009 between International
Lease Finance Corporation, as Assignor, and Wells Fargo Bank Northwest, National Association, as
Trustee, as Assignee, registered with the International Registry as set forth on the Priority
Search Certificates, with respect to the Airframe and the Engines.




Description of Head Lease Security Assignment Interest C



Assignment of an International Interest registered October 15, 2009 between International
Lease Finance Corporation, as Assignor, and Wells Fargo Bank Northwest, National Association, as
Trustee, as Assignee, registered with the International Registry as set forth on the Priority
Search Certificates, with respect to the Airframe and the Engines.




Description of Head Lease Security Assignment Interest D



Assignment of an International Interest registered October 15, 2009 between International
Lease Finance Corporation, as Assignor, and Wells Fargo Bank Northwest, National Association, as
Trustee, as Assignee, registered with the International Registry as set forth on the Priority
Search Certificates, with respect to the Airframe and the Engines.





S3-2









 








Description of Sublease Security Assignment Interest A



Assignment of an International Interest registered October 15, 2009 between ILFC Ireland
Limited, as Assignor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Assignee, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.




Description of Sublease Security Assignment Interest B



Assignment of an International Interest registered October 15, 2009 between ILFC Ireland
Limited, as Assignor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Assignee, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.




Description of Sublease Security Assignment Interest C



Assignment of an International Interest registered October 15, 2009 between ILFC Ireland
Limited, as Assignor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Assignee, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.




Description of Sublease Security Assignment Interest D



Assignment of an International Interest registered October 15, 2009 between ILFC Ireland
Limited, as Assignor, and Wells Fargo Bank Northwest, National Association, as Trustee, as
Assignee, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.




Description of CTT International Interests



The Head Lease International Interest, the Sublease International Interest, Security Agreement
International Interest A, Security Agreement International Interest B, Security Agreement
International Interest C, Security Agreement International Interest D, Head Lease Security
Assignment Interest A, Head Lease Security Assignment Interest B, Head Lease Security Assignment
Interest C, Head Lease Security Assignment Interest D, Sublease Security Assignment Interest A,
Sublease Security Assignment Interest B, Sublease Security Assignment Interest C and Sublease
Security Assignment Interest D are referred to collectively as the “CTT International Interests”.




S3-3









 








EXHIBIT A




Assumptions and Limitations



In rendering the foregoing opinion we have assumed that:





	(i)	 	the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;
	 
	(ii)	 	the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;
	 
	(iii)	 	the CTT International Interests are effective to constitute an International Interest or an
Assignment of an International Interest subject to the CTT and registration on the IR;
	 
	(iv)	 	all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;
	 
	(v)	 	any registrations on the IR pertaining to the Airframe and the Engines are valid, enforceable
and sufficient under the relevant applicable law or the CTT to create, effect or terminate the
rights and interests they purport to create, effect or terminate;
	 
	(vi)	 	there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates.




In addition, since our examination was limited to records maintained by the IR, our opinion is
subject to the following limitations:





	 	(i)	 	in respect of rights derived from registrations with the IR does not cover
liens, claims or encumbrances which are perfected without the filing of notice
thereof;
	 
	 	(ii)	 	does not cover liens perfected in foreign jurisdictions, except to the extent
applicable law would regulate their priority based on registration with the IR; and,
	 
	 	(iii)	 	does not cover any rights to arrest or detain an airframe or an engine
under any applicable law.






A-1











 







EXHIBIT  H




THIRD LIEN BORROWER PARTY GUARANTEE AGREEMENT



THIRD LIEN BORROWER PARTY GUARANTEE AGREEMENT dated as of October 13, 2009 (this “Guarantee”) by
International Lease Finance Corporation, a California corporation (“ILFC”), States Aircraft, Inc.,
a California corporation (“States”), Shrewsbury Aircraft Leasing Limited, a private limited
liability company incorporated under the laws of Ireland (“Shrewsbury”, and together with ILFC and
States, the “Borrowers”), Top Aircraft, Inc., a California corporation (“Top Aircraft”), ILFC
Ireland Limited, a private limited liability company incorporated under the laws of Ireland (“ILFC
Ireland”), ILFC France S.a.r.l., a société à responsabilité limitée organized under the laws of
France (“ILFC France”), and ILFC Labuan Ltd., a Labuan private limited liability company
incorporated under the Offshore Companies Act 1990 of Malaysia (“ILFC Labuan”, and together with
ILFC Ireland and ILFC France, the “Intermediate Lessees”) and the Additional Guarantors (as defined
in Section 11) (the Borrowers, Top Aircraft, the Intermediate Lessees and the Additional
Guarantors, collectively, the “Guarantors” and each a “Guarantor”) for the benefit of the Federal
Reserve Bank of New York (with its successors and assigns, the “Beneficiary”).



WHEREAS, each Guarantor is a direct or indirect wholly owned subsidiary of American International
Group, Inc., a Delaware corporation (together with its successors, the “Obligor”);



WHEREAS, the Obligor has entered into the Credit Agreement dated as of September 22, 2008 among the
Obligor, as borrower, and the Beneficiary, as lender (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Parent Facility”);



WHEREAS, the Borrowers desire to borrow term loans in an aggregate principal amount of
$2,000,000,000 under the Credit Agreement dated as of the date hereof among the Borrowers, Top
Aircraft, the Intermediate Lessees, AIG Funding, Inc., as lender (the “Borrower Facility Lender”),
and Wells Fargo Bank Northwest, National Association, as security trustee (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Borrower
Facility”);



WHEREAS, in order for the Borrower Facility Lender to make the Term Loans to the Borrowers under
the Borrower Facility, the Obligor must first make a Borrowing (the “New FRBNY Borrowing”) under
the Parent Facility in an amount equal to the Term Loans, with the funds so borrowed being advanced
immediately to the Borrowers in the form of the Term Loans;











 




WHEREAS, the Parent Facility prohibits the making of the Term Loans by the Borrower Facility Lender
to the Borrowers as currently contemplated by the Borrower Facility because the Borrowers are not
Loan Parties under the Parent Facility (the “Existing Restriction”);



WHEREAS, ILFC entered into (i) the Demand Note Agreement dated as of March 9, 2009 (the “Existing
Loan I Documentation”) with the Borrower Facility Lender, pursuant to which the Borrower Facility
Lender extended credit to ILFC in the principal amount of $800,000,000 (the “Existing Loan I”) and
(ii) the Demand Note Agreement dated as of March 26, 2009 (the “Existing Loan II Documentation”;
and together with the Existing Loan I Documentation, the “Existing Loan Documentation”) with the
Borrower Facility Lender, pursuant to which the Borrower Facility Lender extended credit to ILFC in
the principal amount of $900,000,000 (the “Existing Loan II”; and together with the Existing Loan
I, the “Existing Loans”);



WHEREAS, the Guarantors and the Borrower Facility Lender have agreed to amend and restate the
Existing Loan Documentation as provide in the Amended and Restated Credit Agreement dated as of the
date hereof among the Borrowers, Top Aircraft, the Intermediate Lessees, the Borrower Facility
Lender and Wells Fargo Bank Northwest, National Association, as security trustee (the “Security
Trustee”) (as amended, restated, amended and restated, supplemented or otherwise modified from time
to time, the “Amended and Restated Credit Agreement”; and the loans outstanding thereunder, the
“Term Loans”), to, among other things, (i) extend the maturity date of the Existing Loans and (ii)
permit the addition of the Non-Parent Borrowers as borrowers thereunder to facilitate a
restructuring of the Loans after the Amendment Effective Date (as defined therein);



WHEREAS, the Beneficiary is willing to (a) make the necessary waiver of the Existing Restriction
and the other applicable provisions of the Parent Facility, pursuant to the Letter Agreement dated
as of October 13, 2009 among the Obligor and the Beneficiary, to enable and permit the making of
the term loans under the Borrower Facility and (b) enter into the Amended and Restated Credit
Agreement, but only if each Guarantor (i) guarantees the Guaranteed Obligations (as defined below)
as more fully set forth herein and (ii) secures such guarantee by granting a third-priority
security interest in, and lien on, certain of its assets in favor of the Security Trustee, for the
benefit of the Beneficiary, as more fully set forth in the Aircraft Mortgage and Security Agreement
dated as of the date hereof (the “Mortgage”) among the Guarantors, the Security Trustee and the
other Security Trustees (as defined therein); and



WHEREAS, in consideration of the financial accommodation and other support that the Obligor has
provided, directly or indirectly, pursuant to the Borrower Facility, the Existing Loans and the
Amended and Restated Credit Agreement and




2









 




such financial and other support as the Obligor may in
the future provide to the Guarantors, and in order to induce the Beneficiary to consent to the
making of the Term Loans and to enter into the Amended and Restated Credit Agreement the Guarantors
are willing to enter into this Guarantee and to secure their obligations hereunder pursuant to the
terms set forth in the Mortgage.



NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each Guarantor, jointly and severally
with each other Guarantor, hereby agrees as follows:




     1. Terms Defined in the Parent Facility; Loan Document. For all purposes of this Guarantee,
all capitalized terms used but not defined in this Guarantee (including in the recitals above)
shall have the respective meanings assigned to such terms in the Parent Facility. This Guarantee
shall be considered a “Loan Document” under the Parent Facility.



     2. The Guarantee. Each Guarantor hereby, jointly and severally, absolutely, unconditionally
and irrevocably guarantees, as a guarantee of payment and not merely as a guarantee of collection,
the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise)
of each Guaranteed Obligation, as hereinafter defined; provided that the recourse of the
Beneficiary against the Guarantors under this Guarantee at any time will be limited to an aggregate
amount equal to the lesser of (a) $1,700,000,000 plus all unpaid interest accrued thereon under the
Amended and Restated Credit Agreement through and including such time and (b) the amount of
Obligations (as defined in the Amended and Restated Credit Agreement) outstanding under the Amended
and Restated Credit Agreement at such time. Upon failure by the Obligor to pay punctually any
Guaranteed Obligation, the Guarantors shall pay the amount of Guaranteed Obligations not so paid at
the FRBNY Account (as defined in the Amended and Restated Credit Agreement). The Beneficiary shall
notify the Guarantors when payment of any Guaranteed Obligation is due hereunder (and the amount so
due), unless prevented from doing so by applicable law, including any Bankruptcy Law;
provided that any failure of the Beneficiary to so notify the Guarantors shall not affect
the obligations of the Guarantors hereunder. Without limiting the generality of the foregoing, the
liability of each Guarantor shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any Loan Party to the Beneficiary but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such Loan Party. In furtherance of the foregoing, the Guarantors hereby agree
to make payments of principal and interest in respect of the Term Loans to the FRBNY Account set
forth in the Amended and Restated Credit Agreement and each payment of principal of the Term Loans
shall be credited against and reduce on a dollar-for-dollar basis the maximum amount of the
Guarantors’ obligations hereunder. For the avoidance of doubt, any and all payments by any
Guarantor under this



3









 




Guarantee shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes as though such payment were made pursuant to Section 2.12 of the
Parent Facility and such Guarantor were a Borrower thereunder.



“Guaranteed Obligations” means (i) all principal of all Loans outstanding from time to time under
the Parent Facility, all interest (including Post-Petition Interest) on such Loans and all other
amounts now or hereafter payable by the Obligor under the Loan Documents and (ii) any renewals,
refinancings or extensions of any of the foregoing (including Post-Petition Interest).




     3. Guarantee Unconditional. The obligations of each Guarantor under this Guarantee are those
of primary obligor, and not merely of surety, and shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or otherwise affected
by:




     (i) any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Obligor, any other Guarantor, any “Guarantor” (as defined in the Parent
Facility) (an “Existing Guarantor”) or any other Person under any Loan Document, by operation
of law or otherwise;




     (ii) any modification or amendment of or supplement to any Loan Document or any “Loan
Document” (as defined in the Amended and Restated Credit Agreement) (an “Amendment Loan
Document”);




     (iii) any release, impairment, non-perfection or invalidity of any direct or indirect
security for any obligation of the Obligor, any other Guarantor, any Existing Guarantor or
any other Person under any Loan Document or Amendment Loan Document;




     (iv) any change in the corporate existence, structure or ownership of the Obligor, any
other Guarantor, any Existing Guarantor or any other Person or any of their respective
subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding
affecting the Obligor, any other Guarantor, any Existing Guarantor or any other Person or any
of their assets or any resulting release or discharge of any obligation of the Obligor, any
other Guarantor, any Existing Guarantor or any other Person under any Loan Document or
Amendment Loan Document;




     (v) the existence of any claim, set-off or other right that such Guarantor may have at
any time against the Obligor, any other Guarantor, any Existing Guarantor, the Beneficiary or
any other Person, whether in connection with the Loan Documents or the Amendment Loan
Documents or any unrelated transactions; provided that nothing
herein shall prevent



4









 






the
assertion of any such claim by separate suit or compulsory counterclaim;




     (vi) any invalidity or unenforceability relating to or against the Obligor, any other
Guarantor, any Existing Guarantor or any other Person for any reason of any Loan Document or
any Amendment Loan Document, or any provision of applicable law or regulation purporting to
prohibit the payment of any Obligation, “Obligation” (as defined in the Amended and Restated
Credit Agreement), Guaranteed Obligation or Secured Obligation by the Obligor, any other
Guarantor, any Existing Guarantor or any other Person; or




     (vii) any other act or omission to act or delay of any kind by the Obligor, any other
Guarantor, any Existing Guarantor, any other party to any Loan Document or Amendment Loan
Document, the Beneficiary or any other Person, or any other circumstance whatsoever that
might, but for the provisions of this clause (vii), constitute a legal or equitable discharge
of or defense to any obligation of any Guarantor hereunder.



     4. Limit of Liability. (a) Each Guarantor, and by its acceptance of this Guarantee, the
Beneficiary, hereby confirms that it is the intention of all such Persons that this Guarantee and
the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to
the extent applicable to this Guarantee and the Guaranteed Obligations of each Guarantor hereunder.
To effectuate the foregoing intention, the Beneficiary and the Guarantors hereby irrevocably agree
that the Guaranteed Obligations of each Guarantor under this Guarantee at any time shall be limited
to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this
Guarantee not constituting a fraudulent transfer or conveyance under Bankruptcy Law or any
comparable provision of applicable law. For purposes hereof, “Bankruptcy Law” means any proceeding
of the type referred to in paragraph (g) of Article 7 of the Parent Facility or Title 11, U.S.
Code, or any similar foreign, federal or state law for the relief of debtors.




     (b) In the event that the direct or indirect assets of any Guarantor organized under the
laws of Ireland are insufficient to pay in full all claims made by the Beneficiary in respect
of the Guaranteed Obligations of such Guarantor under this Agreement, then the Beneficiary
shall have no further claim against such Guarantor with respect to its Guaranteed Obligations
for amounts that exceed its direct or indirect assets at such time.




     (c) The guarantees, obligations, liabilities and undertakings granted by ILFC France
under this Guarantee shall, for each relevant



5









 






financial year, be, in any and all cases,
strictly limited to 90% of the annual net margin generated by ILFC France in connection with
back-to-back leasing activities between it and ILFC with respect to the lease of Pool
Aircraft (as defined in the Amended and Restated Credit Agreement).



     5. Discharge Only Upon Payment in Full; Reinstatement In Certain Circumstances. Each
Guarantor’s obligations hereunder shall remain in full force and effect until the earlier of the
time (a) all Guaranteed Obligations shall have been paid in full and no Commitment remains
outstanding and (b) all outstanding “Obligations” (as defined in the Amended and Restated Credit
Agreement) shall have been paid in full. If at any time any payment of any Guaranteed Obligation
is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Obligor or otherwise, the Guarantor’s obligations hereunder with respect to
such payment shall be reinstated as though such payment had been due but not made at such time, but
in no event shall any Guarantor have any liability in excess of the amount described in Section 2
above.



     6. Waiver by Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any requirement that at any time
any action be taken by any Person against the Obligor, any other Guarantor, any Existing Guarantor
or any other Person.



     7. Subrogation. Upon making full payment with respect to any obligation of the Obligor
hereunder, a Guarantor shall be subrogated to the rights of the payee against the Obligor with
respect to such obligation; provided that such Guarantor shall not enforce any payment by way of
subrogation so long as any Guaranteed Obligation remains unpaid.



     8. Stay of Acceleration. If acceleration of the time for payment of any Guaranteed Obligation
is stayed upon the insolvency, bankruptcy or reorganization of the Obligor, all such Guaranteed
Obligations otherwise subject to acceleration under the terms of the Parent Facility or any other
Loan Document shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the
Beneficiary.



     9. Representations and Warranties. Each Guarantor represents and warrants to the Beneficiary
that:




     (a) Such Guarantor is a Person duly organized, validly existing and, if applicable, in
good standing under the laws of the jurisdiction of its organization; and such Guarantor has
the power and authority to own its property and to carry on its business as now being
conducted and is duly qualified and, if applicable, in good standing as a foreign corporation
or other entity authorized to do business in each jurisdiction where, because of the nature
of its activities or properties, such qualification is required,



6









 






except where the failure to
be so qualified or in good standing could not reasonably be expected to have a Material
Adverse Effect (as defined in the Amended and Restated Credit Agreement).




     (b) The execution and delivery by such Guarantor of this Guarantee and the performance
of its obligations hereunder and the consummation of the transactions contemplated hereby (i)
are within its organizational powers, (ii) have been duly authorized by all necessary
corporate action, (iii) have received all necessary approvals, authorizations, consents,
registrations, notices, exemptions, licenses, declarations, orders and other actions (if any
shall be required) from Governmental Authorities (as defined in the Amended and Restated
Credit Agreement), (iv) do not and will not contravene, constitute a default under or
conflict with any provision of (A) law (including any Environmental Law (as defined in the
Amended and Restated Credit Agreement)), rule or regulation applicable to such Guarantor or
with respect to any of its properties, (B) any writ, judgment, decree or order to which such
Guarantor is a party or by which it is bound or affected, (C) its Operating Documents or
Organizational Documents (each as defined in the Amended and Restated Credit Agreement) or
(D) any provision of any agreement or instrument binding on such Guarantor, or any agreement
or instrument of which such Guarantor is aware affecting the properties of such Guarantor and
(iv) do not and will not result in or require the creation or imposition of any Adverse Claim
(as defined in the Amended and Restated Credit Agreement) on any of such Guarantor’s
properties pursuant to the terms of any such agreement or instrument referred to in clause
(iv)(D) of this Section 9(b), other than the Security Documents (as defined in the Amended
and Restated Credit Agreement). This Guarantee has been duly authorized, executed and
delivered by such Guarantor.




     (c) This Guarantee constitutes the legal, valid and binding obligation of such
Guarantor, enforceable against such Guarantor in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general equity
principles.




     (d) As of the date hereof, all Litigation Actions (as defined in the Amended and
Restated Credit Agreement), when taken as a whole, could not reasonably be expected to have a
Material Adverse Effect (as defined in the Amended and Restated Credit Agreement). As of the
date hereof, other than any liability incident to such Litigation Actions or provided for or
disclosed in the financial statements referred to in Section 3.04 of the Amended and Restated
Credit Agreement, and other than as set forth in ILFC’s filings with the Securities and
Exchange Commission, no Guarantor has any contingent liabilities which are material to its
business,



7









 






credit, operations or financial condition of the Guarantors taken as a whole.



     10. Covenants. Each Guarantor covenants and agrees that, so long as any Obligations (as
defined in the Amended and Restated Credit Agreement) shall remain unpaid, such Guarantor will
perform and observe all of the terms, covenants and agreements set forth in the Amendment Loan
Documents on its part to be performed or observed.



     11. Guarantee Supplements. Upon the execution and delivery by any Person of a guarantee
supplement in substantially the form of Annex A hereto (each, a “Guarantee Supplement”), (a) such
Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor
hereunder, and each reference in this Guarantee to a “Guarantor” shall also mean and be a reference
to such Additional Guarantor, and each reference in any other Amendment Loan Document to a
“Guarantor” or “Borrower Party” shall also mean and be a reference to such Additional Guarantor,
and (b) each reference herein to “this Guarantee”, “hereunder”, “hereof” or words of like import
referring to this Guarantee, and each reference in any other Amendment Loan Document to the
“Borrower Party Guarantee”, “thereunder”, “thereof” or words of like import referring to this
Guarantee, shall mean and be a reference to this Guarantee as supplemented by such Guarantee
Supplement.



     12. Notices. All notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, in the manner provided in Section 8.01 of
the Amended and Restated Credit Agreement. All notices and other communications given in
accordance with the provisions of this Guarantee will be deemed to have been given on the date of
receipt.



     13. No Waiver. No failure or delay by the Beneficiary or any Third Lien Secured Party (as
defined in the Mortgage) in exercising any right, power or privilege under this Guarantee, the
Parent Facility, any other Loan Document or any other Amendment Loan Document shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.



     14. Amendments and Waivers. Any provision of this Guarantee may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed by the Beneficiary and each
Guarantor.



     15. Successors and Assigns. This Guarantee shall be binding upon each Guarantor and its
successors and assigns, for the benefit of the Beneficiary and its successors and assigns, except
that no Guarantor may transfer or assign any or all of its rights or obligations hereunder without
the prior written consent of the Beneficiary.



8









 





     16. Choice of Law. This Guarantee shall be construed in accordance with and governed by the
laws of the State of New York.



     17. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTEE. EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



     18. Jurisdiction; Consent to Service of Process. (a) Each of the Guarantors hereby
irrevocably and unconditionally submits, for itself and its property, to the 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 Guarantee, or for recognition or enforcement of any judgment, and each of the
Guarantors 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 Guarantors 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 Guarantee shall affect any right
that the Beneficiary may otherwise have to bring any action or proceeding relating to this
Guarantee or the other Amendment Loan Documents against any Guarantor or its respective properties
in the courts of any jurisdiction.



     (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Guarantee or the other
Amendment Loan Documents in any New York State or Federal court. Each Guarantor 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 Guarantee irrevocably consents to service of process in the manner
provided for notices in Section 8.01 of the Amended and



9









 




Restated Credit Agreement. Nothing in this
Guarantee will affect the right of any party to this Guarantee to serve process in any other manner
permitted by law.




     19. Headings. Article and Section headings used herein are for convenience of reference only,
are not part of this Guarantee and are not to affect the construction of, or to be taken into
consideration in interpreting, this Guarantee.



     20. Severability. If any provision of this Guarantee is invalid or unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions of this
Guarantee shall remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Beneficiary in order to carry out the intentions of the parties thereto
as nearly as may be possible, and (ii) the invalidity or unenforceability of such provision in such
jurisdiction shall not affect the validity or enforceability thereof in any other jurisdiction.



     21. Counterparts. This Guarantee 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. Delivery of an executed signature page to this
Guarantee by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Guarantee.



[Signature Page(s) to Follow]




10









 








     IN WITNESS WHEREOF, the parties hereto have caused this Third Lien Borrower Party Guarantee
Agreement to be duly executed by their respective authorized officers as of the day and year first
above written.



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STATES AIRCRAFT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED by SHREWSBURY 

AIRCRAFT LEASING LIMITED by its duly appointed 

attorney in the presence of:	 	SHREWSBURY AIRCRAFT

LEASING LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Address:

	 	 	 	 	 	Title:	 	 
	Occupation:
	 	 	 	 	 	 	 	 







 











 





	 	 	 	 	 
	 	TOP AIRCRAFT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 





	 	 	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED 

by ILFC IRELAND LIMITED by its duly 

appointed attorney in the presence of:	 	ILFC IRELAND LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	By:	 	 	 	 
	Name:
	 	 	 	 	 	Name:	 	 
	Address:
	 	 	 	 	 	Title:	 	 
	Occupation:
	 	 	 	 	 	 	 	 




 







 






	 	 	 	 	 
	 	ILFC FRANCE S.A.R.L.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ILFC LABUAN LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Agreed to and accepted by:




FEDERAL RESERVE BANK OF NEW YORK




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






 









 




Annex A

to the Guarantee Agreement


FORM OF GUARANTEE SUPPLEMENT


_________ __, ____


The Federal Reserve Bank of New York
33 Liberty Street
New York, New York 10045


Attention:                                         


Ladies and Gentlemen:

Reference is made to the Third Lien Borrower Party Guarantee Agreement dated as of October 13,
2009, made by the Guarantors party thereto in favor of the Federal Reserve Bank of New York (such
Borrower Party Guarantee, as in effect on the date hereof and as it may hereafter be amended,
supplemented or otherwise modified from time to time, together with this Guarantee Supplement (this
“Guarantee Supplement”), being the
“Guarantee”). The capitalized terms defined in the Guarantee and
not otherwise defined herein are used herein as therein defined.


Section 1. Guarantee. (a) The undersigned hereby, jointly and severally with the other Guarantors,
absolutely, unconditionally and irrevocably guarantees, as a guarantee of payment and not merely as
a guarantee of collection, the punctual payment when due, whether at scheduled maturity or by
acceleration, demand or otherwise, of all of the Guaranteed Obligations; provided that the
recourse of the Beneficiary against the Guarantors under the Guarantee at any time will be limited
to an aggregate amount equal to the lesser of (i) $1,700,000,000 plus all unpaid interest accrued
under the Amended and Restated Credit Agreement through and including such time and (ii) the amount
of Obligations (as defined in the Amended and Restated Credit Agreement) owing by the Borrowers
under the Amended and Restated Credit Agreement at such time. Upon failure by the Obligor to pay
punctually any Guaranteed Obligation, the undersigned shall forthwith pay the amount of Guaranteed
Obligations not so paid at FRBNY Account. The Beneficiary shall notify the undersigned when payment
of any Guaranteed Obligation is due hereunder (and the amount so due), unless prevented from doing
so by applicable law, including any Bankruptcy Law; provided that any failure of the
Beneficiary to so notify the undersigned shall not affect the obligations of the undersigned
hereunder or under the Guaranee. Without limiting the generality of the foregoing, the
undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and


 







 




would be owed by any Loan Party to the Beneficiary but for the fact that they are
unenforceable, rejected, rejectable or otherwise not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving such Loan
Party. In furtherance of the
foregoing, the undersigned hereby agrees to make payments of principal and interest in respect of
the Term Loans to the FRBNY Account set forth in the Amended and Restated Credit Agreement and each
payment of principal of the Term Loans shall be credited against and reduce on a dollar-for-dollar
basis the maximum amount of the Guarantors’ obligations under
the Guarantee. For the avoidance of
doubt, any and all payments by the undersigned under the Guarantee shall be made free and clear of
and without deduction for any Indemnified Taxes or Other Taxes as though such payment were made
pursuant to Section 2.12 of the Parent Facility and the undersigned were a Borrower thereunder.


(b) The undersigned, and by its acceptance of this Guarantee Supplement, the Beneficiary, hereby
confirms that it is the intention of all such Persons that this Guarantee Supplement, the Guarantee
and the Guaranteed Obligations of the undersigned hereunder and thereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guarantee Supplement, the Guarantee and the
Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the
Beneficiary and the undersigned hereby irrevocably agree that the obligations of the undersigned
under this Guarantee Supplement and the Guarantee at any time shall be limited to the maximum
amount as will result in the obligations of the undersigned under this Guarantee Supplement and the
Guarantee not constituting a fraudulent transfer or conveyance under Bankruptcy Law or any
comparable provision of applicable law. [In the event that the direct or indirect assets of the
undersigned are insufficient to pay in full all claims made by the Beneficiary in respect of the
Guaranteed Obligations of the undersigned under this Guarantee Supplement and the Guarantee, then
the Beneficiary shall have no further claim against the undersigned with respect to its Guaranteed
Obligations for amounts that exceed its direct or indirect assets at such
time.]1 [The guarantees, obligations, liabilities and undertakings granted by
the undersigned under this Guarantee Supplement and the Guarantee shall, for each relevant
financial year, be, in any and all cases, strictly limited to [90]% of the annual net margin
generated by the undersigned in connection with back-to-back leasing activities between it and ILFC
with respect to the lease of Pool Aircraft (as defined in the Amended and Restated Credit
Agreement).]2


 


			
	1	 	To be included for entities organized under Irish law only.
	 
	2	 	To be included for entities organized under French law only.



 







 




(c) Subject to Section 7 of the Guarantee, the undersigned hereby unconditionally and irrevocably
agrees that in the event any payment shall be required to be made to the Beneficiary under this
Guarantee Supplement, the Guarantee, or any other guarantee, the undersigned will contribute, to
the maximum extent permitted by applicable law, such amounts to each other Guarantor and Existing
Guarantor so as to maximize the aggregate amount paid to the Beneficiary under or in respect of the
Loan Documents.


(d) The undersigned hereby agrees that any Indebtedness owed by it to another Loan Party shall be
subordinated to the Guaranteed Obligations of the undersigned and that any Indebtedness owed to it
by another Loan Party shall be subordinated to the Guaranteed Obligations of such other Loan Party.


Section 2. Guaranteed
Obligations Under the Guarantee. The undersigned hereby agrees, as of the date
first above written, to be bound as a Guarantor by all of the terms and conditions of the Guarantee
to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of
the date first above written, that each reference in the Guarantee to an “Additional Guarantor” or
a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any
other Amendment Loan Document to a “Guarantor” or a “Borrower Party” shall also mean and be a
reference to the undersigned.


Section 3. Counterparts. This Guarantee Supplement 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. Delivery of an executed signature page
to this Guarantee Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Guarantee Supplement.


Section 4. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC. (a) This Guarantee Supplement
shall be construed in accordance with and governed by the laws of the State of New York, except as
otherwise required by mandatory provisions of law and except to the extent that remedies provided
by the laws of any jurisdiction other than the State of New York are governed by the laws of such
jurisdiction.


(b) The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to
the 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 Guarantee Supplement or the Guarantee, or for
recognition or enforcement of any judgment, and the undersigned 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. The
undersigned 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 Guarantee Supplement shall affect any right that the Beneficiary may otherwise
have to bring any action or proceeding relating to this Guarantee Supplement or the Guarantee or
the other Amendment Loan Documents against the undersigned or its respective properties in the
courts of any jurisdiction.


 







 




(c) THE UNDERSIGNED WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS GUARANTEE SUPPLEMENT, ANY LOAN DOCUMENT OR AMENDMENT LOAN DOCUMENT OR ANY TRANSACTION
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). THE UNDERSIGNED (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS GUARANTEE SUPPLEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION AND THE GUARANTEE.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF ADDITIONAL GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Accepted and agreed:


	 	 	 	 	 
	THE FEDERAL RESERVE BANK OF NEW YORK	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 
	 	 

Name:
	 	 
	 
	 	Title:	 	 





 








 





EXHIBIT I




PROMISSORY NOTE




			
	 	 	 
	$1,700,000,000
	 	October 15, 2009






     FOR VALUE RECEIVED, the undersigned (the “Borrowers”), hereby jointly and severally promise to
pay to AIG Funding, Inc. (the “Lender”), in accordance with the provisions of the Amended and
Restated Credit Agreement (as hereinafter defined), the aggregate unpaid principal amount of the
Loan made by the Lender to International Lease Finance Corporation, a California corporation (the
“Parent Borrower”), under that certain Amended and Restated Credit Agreement, dated as of October
13, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Amended and Restated Credit Agreement”; the terms defined therein being used herein
as therein defined), among the Parent Borrower, States Aircraft, Inc., a California corporation,
Shrewsbury Aircraft Leasing Limited, a private limited liability company incorporated under the
laws of Ireland, the Designated Borrowers from time to time party thereto, Top Aircraft, Inc., a
California corporation, ILFC Ireland Limited, a private limited liability company incorporated
under the laws of Ireland, ILFC France S.a.r.l., a société à responsabilité limitée organized under
the laws of France, ILFC Labuan Ltd., a Labuan private limited liability company incorporated under
the Offshore Companies Act 1990 of Malaysia, the Intermediate Lessees from time to time party
thereto, the Lender party thereto and Wells Fargo Bank Northwest, National Association, as Security
Trustee.



     The Borrowers jointly and severally promise to pay interest on the unpaid principal amount of
this Note from the date of this Note until such principal amount is paid in full, at such interest
rates and at such times as provided in the Amended and Restated Credit Agreement. All payments of
principal and interest shall be made to the FRBNY Account in Dollars in immediately available
funds, pursuant to the terms of the Amended and Restated Credit Agreement. If there shall exist an
Event of Default, then as and to the extent provided in the Amended and Restated Credit Agreement,
all outstanding Obligations shall thereafter, for so long as such Event of Default shall exist,
bear interest at a fluctuating interest rate per annum at all times equal to the rate specified in
Section 2.04(b) of the Amended and Restated Credit Agreement to the fullest extent permitted by
applicable laws.



     This Note is the Note referred to in the Amended and Restated Credit Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions
provided therein. This Note is also entitled to the benefits of the guaranties provided in the
Amended and Restated Credit Agreement and is secured by the Collateral as provided in the Loan
Documents. Upon the occurrence and continuation of one or more of the Events of Default specified
in the Amended and Restated Credit Agreement, all amounts then remaining unpaid on this Note shall
in certain circumstances become, or may be declared to be, immediately due and payable, all as
provided in the Amended and Restated Credit Agreement. The Loan made by the Lender shall be
evidenced by a loan account or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and



 









 







endorse thereon the date, amount and
maturity of the Loan and payments with respect thereto.



     In the event that the direct or indirect assets of any Borrower organized under the laws of
Ireland are insufficient to pay in full all claims made by the Lender in respect of the Obligations
of such Borrower, then the Lender shall have no further claim against such Borrower with respect to
its Obligations for amounts that exceed its direct or indirect assets at such time.



     Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



[Remainder of page intentionally blank]




 









 








     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.



	 	 	 	 	 
	 	INTERNATIONAL LEASE
FINANCE     CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STATES AIRCRAFT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED
 by SHREWSBURY
AIRCRAFT 
LEASING LIMITED by its duly 
appointed
attorney in the presence of:	 	SHREWSBURY AIRCRAFT
LEASING LIMITED
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	By:

	 	 	 	 	 	Name:
	 

	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Title:
	Address:
	 	 	 	 	 	 
	Occupation:
	 	 	 	 	 	 







 











 





EXHIBIT J




CERTIFICATE FOR PURPOSES OF EXEMPTION FROM IRISH WITHHOLDING TAX




[Name of Lender Party]




[Address of Lender Party]




[Shrewsbury Aircraft Leasing Limited]

[Address]




	 	 	 
	Fax no: 

Attention:

	 	[     ]

The Directors






[Date]




Re: [Amended and Restated Credit Agreement dated 13 October 2009 between International Lease
Finance Corporation as Parent Borrower, States Aircraft, Inc. as US Subsidiary Borrower, Shrewsbury
Aircraft Leasing Limited as Irish Subsidiary Borrower, Top Aircraft Limited as Guarantor, ILFC
Ireland Limited, ILFC France S.a.r.l. and ILFC Labuan Ltd. as Intermediate Lessees, AIG Funding,
Inc. as Lender and Wells Fargo Bank Northwest, National Association as Security Trustee] (the
Credit Agreement)



Dear Sirs,




We confirm that we are entitled to all payments of principal and interest paid to us under the
Credit Agreement as defined above and that we are a Qualifying Lender as defined in the Credit
Agreement. We further confirm that we fall within paragraph [      ] of the definition of Qualifying
Lender in the Credit Agreement. We will promptly inform the Irish Subsidiary Borrower in writing,
in the event we cease to be a Qualifying Lender or in the event there is a change as to which
paragraph of the definition of Qualifying Lender we satisfy. We further confirm that we will
provide evidence of such residence (such as a certificate from the relevant tax authority), should
this be requested by the Irish Subsidiary Borrower.



Yours faithfully





For and on behalf

[NAME OF LENDER PARTY]

















 





EXHIBIT K




SHARE CHARGE




between




TOP AIRCRAFT, INC.




as Chargor




and




WELL FARGO BANK NORTHWEST, NATIONAL ASSOCIATION




as the First Lien Security Trustee, the Second Lien Security Trustee,

the Third Lien Security Trustee and the Fourth Lien Security Trustee




in respect of shares of

Shrewsbury Aircraft Leasing Limited




A & L GOODBODY




1









 








THIS SHARE CHARGE is made on ,           2009




BETWEEN





	 	(1)	 	TOP AIRCRAFT, INC., a company incorporated under the laws of California (the
Chargor); and
	 
	 	(2)	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association not in its individual capacity but solely as the First Lien Security
Trustee under the Mortgage (as defined below), the Second Lien Security Trustee under
the Mortgage, the Third Lien Security Trustee under the Mortgage and the Fourth Lien
Security Trustee under the Mortgage (each a “Security Trustee” and together, the
“Security Trustees”,.





WHEREAS:





	A.	 	By a credit agreement among International Lease Finance Corporation (ILFC) as Parent
Borrower, States Aircraft, Inc. as US Subsidiary Borrower, the Company (as defined below) as
Irish Subsidiary Borrower and certain other borrowers party thereto as co-borrowers, the
Chargor as Guarantor, ILFC Ireland Limited, ILFC France S.a r.l. and ILFC Labuan Ltd. as
Initial Intermediate Lessees, AIG Funding, Inc. as lender (the Lender) and the Second Lien
Security Trustee dated as of October 13, 2009 (the US$2bn Credit Agreement), the Lenders have
agreed to make available certain facilities to the Borrowers.
	 
	B.	 	By an amended and restated credit agreement (the US$1.7bn  Amended and Restated Credit
Agreement) between the Borrowers, Top Aircraft, Inc. as a Guarantor, the Intermediate Lessees,
the Lender. as lender and Wells Fargo Bank Northwest, National Association as security
trustee, which amends and restates the terms and conditions of  the demand note agreement
dated as of 9 March, 2009 between ILFC and the Lender and the Demand Note Agreement dated as
of 26 March, 2009 between ILFC and the Lender  in an aggregate amount of US$1,700,000,000
(collectively, the Existing Loans),  the Existing Loans were made by the Lender.
	 
	C.	 	By the Mortgage, the Chargor, the Company and the other Grantors have agreed to grant certain
security to the Security Trustees.
	 
	D.	 	Pursuant to the terms of the Credit Agreements (as defined below), the Chargor has agreed to
grant this charge over the shares in the Company.
	 
	E.	 	The terms and conditions of this Charge are acceptable to the Security Trustees.





NOW THIS CHARGE WITNESSETH as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1.	 	In this Charge (including the Recitals), words and expressions defined in the Mortgage shall
(unless otherwise defined herein or the context requires otherwise) have the same meaning
herein and the following words and expressions shall have the following meanings, except where
the context otherwise requires:
	 
	 	 	this Charge means this share charge;
	 
	 	 	Company means Shrewsbury Aircraft Leasing Limited (registered number 475896), a company
incorporated in Ireland having its registered office at 30 North Wall Quay, Dublin 1;
	 
	 	 	Charged Property means:






	 	(1)	 	all the issued shares in the capital of the Company as described
in Schedule A and all other shares and share warrants in the capital of the
Company from time to time legally or beneficially owned by the Chargor during
the Security Period (together the Charged Shares); and
	 
	 	(2)	 	including in each case all proceeds of sale thereof and all
dividends, interest or other distributions hereafter declared, made, paid or
payable in respect of the same and all allotments, accretions, offers, rights,
benefits and advantages whatsoever at any time accruing, offered or arising in
respect of or incidental to the same and all stocks, shares, rights, money or
property accruing thereto or offered at any time by way of conversion,
redemption, bonus, preference,










2









 












	 		 	option, substitution, capital redemption or otherwise in respect thereof;






	 	 	Charged Shares has the meaning assigned thereto in the definition of Charged Property;
	 
	 	 	Credit Agreements means collectively, the US$2bn Credit Agreement and the US$1.7bn Amended
and Restated Credit Agreement;
	 
	 	 	Event of Default means any Event of Default as defined in the Credit Agreements;
	 
	 	 	Mortgage means the aircraft mortgage and security agreement dated as of [ ] October 2009
between International Finance Lease Corporation, Top Aircraft, Inc., the Company, States
Aircraft, Inc., the Initial Intermediate Lessees, the additional grantors from time to time
thereunder, Wells Fargo Bank Northwest, National Association as the First Lien Security
Trustee, Wells Fargo Bank Northwest, National Association as the Second Lien Security
Trustee, Wells Fargo Bank Northwest, National Association as the Third Lien Security Trustee
and Wells Fargo Bank Northwest, National Association as the Fourth Lien Security Trustee (as
amended, restated, supplemented or otherwise modified from time to time);
	 
	 	 	Parties mean the parties to this Charge;
	 
	 	 	Receiver means a receiver (whether appointed pursuant to this Charge, pursuant to any
statute, by a court or otherwise) of the Charged Property or any part of it;
	 
	 	 	Secured Obligations has the meaning given to it in the Mortgage;
	 
	 	 	Security Period means the period commencing on the date of execution of this Charge and
terminating upon the date on which the Secured Obligations have been unconditionally and
irrevocably paid and discharged in full; and
	 
	 	 	Senior Security Trustee means (a) from the date hereof until payment in full in cash of the
First Lien Secured Obligations, the First Lien Security Trustee, (b) after such payment in
full in cash of the First Lien Secured Obligations and until payment in full in cash of the
Second Lien Secured Obligations then outstanding, the Second Lien Security Trustee, (c)
after such payment in full in cash of the First Lien Secured Obligations and the Second Lien
Secured Obligations and until payment in full in cash of the Third Lien Secured Obligations
then outstanding, the Third Lien Security Trustee and (d) after such payment in full in cash
of the First Lien Secured Obligations, the Second Lien Secured Obligations and the Third
Lien Secured Obligations then outstanding, the Fourth Lien Security Trustee.






	1.2.	 	In this Charge:






	 	1.2.1.	 	words and phrases the definition of which is contained in or referred to section 2 of
the Companies Act, 1963 are to be construed as having the meaning attributed to them
therein;
	 
	 	1.2.2.	 	references to statutory provisions shall be construed as references to those
provisions as amended or re-enacted or as their application is modified by other
provisions from time to time and shall include references to any provisions of which
they are reenactments (whether with or without modification);
	 
	 	1.2.3.	 	references to clauses, recitals and schedules are references to clauses hereof,
recitals hereof and schedules hereto; references to sub-clauses or paragraphs are,
unless otherwise stated, references to sub-clauses of the clause or paragraphs of the
schedule in which the reference appears;
	 
	 	1.2.4.	 	references to the singular shall include the plural and vice versa and references to
the masculine shall include the feminine or neuter and vice versa;
	 
	 	1.2.5.	 	references to persons shall include natural persons, firms, partnerships, companies,
corporations, associations, organisations, governments, states, foundations, trusts,
bodies of persons whether incorporated or unincorporated (in each case whether or not
having a separate legal personality);
	 
	 	1.2.6.	 	references to assets include property, rights and assets of every description;
	 
	 	1.2.7.	 	references to any document are to be construed as references to such document as
amended, varied, assigned, novated, restated or supplemented from time to time;
	 
	 	1.2.8.	 	references to any person shall be construed so as to include that person’s
successors, assigns and




3









 






	 	 	 	transferees;
	 
	 	1.2.9.	 	any reference to a legal term for any action, remedy, method of judicial proceeding,
legal document, legal status, court, official or any legal concept or thing is, in
respect of any jurisdiction other than Ireland, shall be deemed to include a reference
to what mostly nearly approximates in that jurisdiction to the Irish legal term;
	 
	 	1.2.10.	 	the headings are inserted for convenience only and are not to affect the
construction of this Charge; and
	 
	 	1.2.11.	 	any phrase introduced by the terms “including”, “include”, “in particular” or any
similar expression is to be construed as illustrative and shall not limit the sense of
the words proceeding those terms.






	2.	 	COVENANT TO PAY AND PERFORM
	 
	2.1.	 	The Chargor hereby covenants and undertakes with the Security Trustees that it shall pay and
discharge the Secured Obligations as and when they become due to be paid or discharged as and
to the extent provided in the Credit Agreements, this Charge or any other Transaction
Document.
	 
	2.2.	 	The Chargor shall pay interest on any delinquent sum (before and after any judgment) from the
date of demand until the date of payment calculated on a daily basis in accordance with the
provisions of the Credit Agreements.
	 
	2.3.	 	Any payment made by the Chargor under this Charge shall be made free and clear of and without
any deduction for or on account of any set-off or counterclaim.
	 
	3.	 	SECURITY
	 
	3.1.	 	First Lien:
	 
	 	 	As a continuing security for the payment and performance of the First Lien Secured
Obligations, the Chargor as legal and beneficial owner hereby charges to the First Lien
Security Trustee (as trustee for the First Lien Secured Parties), by way of a first fixed
charge, all of its right, title and interest in and to the Charged Property.
	 
	3.2.	 	Second Lien:
	 
	 	 	As a continuing security for the payment and performance of the Second Lien Secured
Obligations, the Chargor as legal and beneficial owner hereby charges to the Second Lien
Security Trustee (as trustee for the Second Lien Secured Parties), by way of a second fixed
charge, all of its right, title and interest in and to the Charged Property; provided always
that the security created by this clause 3.2 shall rank immediately behind the security
created by clause 3.1 but shall take priority over, and rank ahead of, the security created
by clauses 3.3 and 3.4.
	 
	3.3.	 	Third Lien:
	 
	 	 	As a continuing security for the payment and performance of the Third Lien Secured
Obligations, the Chargor as legal and beneficial owner hereby charges to the Third Lien
Security Trustee (as trustee for the Third Lien Secured Parties), by way of a third fixed
charge, all of its right, title and interest in and to the Charged Property; provided always
that the security created by this clause 3.3 shall rank immediately behind the security
created by clauses 3.1 and 3.2 but shall take priority over, and rank ahead of, the security
created by clause 3.4.
	 
	3.4.	 	Fourth Lien:
	 
	 	 	As a continuing security for the payment and performance of the Fourth Lien Secured
Obligations, the Chargor as legal and beneficial owner hereby charges to the Fourth Lien
Security Trustee (as trustee for the Fourth Lien Secured Parties), by way of a fourth fixed
charge, all of its right, title and interest in and to the Charged Property; provided always
that the security created by this clause 3.4 shall rank immediately behind the security
created by clauses 3.1, 3.2 and 3.3.
	 
	3.5.	 	The Chargor hereby agrees to deliver to the First Lien Security Trustee, on the date of
execution of this Charge:






	 	3.5.1.	 	an undated stock transfer form (executed in blank by or on behalf of the Chargor) in
respect of all the Charged Shares;




4









 












	 	3.5.2.	 	all share certificates, warrants and other documents of title representing the
Charged Shares together with a certified copy of the up to date register of members of
the Company;
	 
	 	3.5.3.	 	an undated irrevocable proxy in respect of the Charged Shares executed by the
Chargor, in the for set out in Schedule C to this Charge;
	 
	 	3.5.4.	 	an irrevocable appointment signed by the Chargor in respect of the Charged Shares, in
the form set out in Schedule D to this Charge; and
	 
	 	3.5.5.	 	executed but undated letters of resignation and release from each of the directors,
alternate directors and secretary of the Company appointed by the Chargor in the forms
set out in Schedule B to this Charge.






	 	 	The First Lien Security Trustee acknowledges and agrees that if at any time the First Lien
Secured Obligations have been unconditionally and irrevocably paid and discharged in full it
shall, unless otherwise required pursuant to this Charge or the Mortgage or the Credit
Agreements, or in accordance with the Credit Agreements or the Mortgage deliver the
documents referred to in this clause 3.5 to the then Senior Security Trustee and thereafter
during the Security Period, such documents shall be held by the Senior Security Trustee.
	 
	3.6.	 	The Chargor will procure that, for the duration of the Security Period, there shall be (a) no
increase or reduction in the authorised or issued share capital of the Company, (b) no
variation of the rights attaching to or conferred by the Charged Property or any part of it,
(c) no appointment of any further director or officers of the company, and (d) no alteration
to the constitutive documents of the Company, in each case, without the prior consent in
writing of the Senior Security Trustee, but the foregoing shall not be interpreted as
requiring the Senior Security Trustee’s consent to further capital contribution to the Company
by the Chargor.
	 
	3.7.	 	The Chargor will deliver, or cause to be delivered, to the Senior Security Trustee
immediately upon (subject to clause 3.6) the issue of any further Charged Shares, the items
listed in clauses 3.5.1 and 3.5.2 in respect of all such further Charged Shares.
	 
	3.8.	 	The Chargor will deliver or cause to be delivered, to the Senior Security Trustee immediately
upon (subject to clause 3.6) the appointment of any further director, alternate director or
officer of the Company an undated, signed letter of resignation from such further director,
alternate director or officer in a form acceptable to the Senior Security Trustee.
	 
	3.9.	 	The Chargor hereby covenants that, except as otherwise provided in the Transaction Documents,
during the Security Period:






	 	3.9.1.	 	it will remain the legal and beneficial owner of the Charged Property:
	 
	 	3.9.2.	 	it will not create or suffer the creation or existence of any Liens (other than
Permitted Liens) on or in respect of the whole of any part of the Charged Property or
any of its interest therein;
	 
	 	3.9.3.	 	it will not sell, assign, transfer or otherwise dispose of any of its interest in the
Charged Property in any such case, without the prior consent in writing of the Senior
Security Trustee;
	 
	 	3.9.4.	 	it will not permit any person other than the Senior Security Trustee (or such person
as may be specified for this purpose in writing by the Senior Security Trustee) to be
registered as holder of the Shares or any part thereof;
	 
	 	3.9.5.	 	it will duly and promptly pay all calls, instalments or other payments which may be
or become due in respect of the Charged Shares as and when the same from time to time
become due;
	 
	 	3.9.6.	 	it will promptly give to the Security Trustees all material notices and other
documents received in respect of the Charged Shares;
	 
	 	3.9.7.	 	it will ensure that the Charged Shares are, and at all times remain, free from any
restriction on transfer to the Security Trustees or any of them or any of their
respective nominee(s) or to any purchaser from any Security Trustee pursuant to the
exercise of any rights or remedies of the Security Trustees under or pursuant to this
Charge;
	 
	 	3.9.8.	 	it will notify the Security Trustees immediately upon receipt of any notice issued
under section 16(1) of the Companies Act, 1990 in respect of all or any of the Charged
Shares or upon becoming aware that any




5









 






	 	 	 	such notice has been issued or that steps have been taken or are about to be taken to
obtain an order for the sale of all or any of the Charged Shares under section 16(7)
of the Companies Act 1990;






	 	3.9.9.	 	it will not claim any set-off or counterclaim against the Security Trustees or any
Secured Party;
	 
	 	3.9.10.	 	following the occurrence of an Event of Default which is continuing, it will not
claim or prove in competition with the Security Trustees or any Secured Party in the
bankruptcy or liquidation of the Company or have the benefit of, or share in, any
payment from or composition with, the Company for any indebtedness of the Company
provided that if so directed by the Security Trustees (or any of them), it will prove
for the whole or any part of its claim in the liquidation or bankruptcy of the Company
on terms that the benefit of such proof and of all money received by it in respect
thereof shall be held on trust for the Security Trustees and applied in or towards the
discharge of the liabilities and obligations of the Chargor to the Security Trustees
under this Charge in such manner as the Senior Security Trustee shall deem appropriate;
	 
	 	3.9.11.	 	it will not exercise its rights of subrogation against the Company;
	 
	 	3.9.12.	 	following the occurrence of an Event of Default which is continuing, it will take
such action as the Senior Security Trustees may, in its absolute discretion, direct in
the event that it becomes possible (whether under the terms of issue of the Charged
Shares, a reorganisation or otherwise) to convert or exchange the Charged Shares or
have them repaid or in the event that any offer to purchase is made in respect of the
Charged Shares or any proposal is made for varying or abrogating any rights attaching
to them; and
	 
	 	3.9.13.	 	it will not permit any of the Charged Shares to be redeemed and repaid.






	3.10.	 	The Chargor shall remain liable to perform all the obligations assumed by it in relation to
the Charged Property and the Security Trustees shall be under no obligation of any kind
whatsoever in respect thereof or be under any liability whatsoever in the event of any failure
by the Chargor to perform its obligations in respect thereof.
	 
	3.11.	 	For the avoidance of doubt, the Security Trustees shall not in any circumstances incur and
liability whatsoever in respect of any calls, instalments or otherwise in connection with the
Charged Property.
	 
	3.12.	 	Upon the Security Trustees being satisfied that the Secured Obligations have been
unconditionally and irrevocably paid and discharged in full, or as otherwise provided in the
Credit Agreements or the other Transaction Documents, and following a written request therefor
from the Chargor, the Security Trustees will, subject to being indemnified to their reasonable
satisfaction for the costs and expenses incurred by the Security Trustees in connection
therewith, release the security constituted by this Charge.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES OF THE CHARGOR
	 
	4.1.	 	The Chargor hereby represents and warrants to the Security Trustees and the Secured Parties that:






	 	4.1.1.	 	it is not in breach of any of its obligations under this Charge;
	 
	 	4.1.2.	 	the Chargor is the sole legal and beneficial owner of all of the Charged Property
free from any Lien (other than any Permitted Lien) and any options or rights of
pre-emption;
	 
	 	4.1.3.	 	the Chargor has not sold or otherwise disposed of or agreed to sell or otherwise
dispose of or granted or agreed to grant any option in respect of the Charged Property
and will not do any of the foregoing at any time during the Security Period;
	 
	 	4.1.4.	 	it is not necessary that this Charge be filed, recorded or enrolled with any court or
other authority in Ireland or any other jurisdiction (except filing with the Irish
Companies Registration Office pursuant to Section 111 of the Companies Act 1963 and
under the Uniform Commercial Code enacted in any jurisdiction;
	 
	 	4.1.5.	 	the Charged Shares constitute all of the issued share capital of the Company;
	 
	 	4.1.6.	 	the Charged Shares have been duly authorised, validly issued and are fully paid or
credited as fully paid, no calls have been made in respect thereof and remain unpaid
and no calls can be made in respect of such Charged Shares in the future;




6









 






	 	4.1.7.	 	the terms of the Charged Shares and of the constitutive documents of the Company do
not restrict or otherwise limit the Chargor’s right to transfer or charge the Charged
Shares and the directors of the Company cannot refuse to register any transfer of the
Charged Shares to the Security Trustee or any party nominated by the Security Trustee;
	 
	 	4.1.8.	 	it will not be required to make any deduction or withholding from any payment it may
make under this Charge.






	4.2.	 	The Chargor acknowledges that the Security Trustee has entered into this Charge in reliance
on the representations and warranties set out in Clause 4.1.
	 
	5.	 	DEALINGS WITH CHARGED PROPERTY
	 
	5.1.	 	Unless and until the occurrence of an Event of Default which is continuing:






	 	5.1.1.	 	subject always to Clause 3.6, the Chargor shall continue to be entitled to exercise
all voting and consensual powers pertaining to the Charged Property or any part thereof
for all purposes not inconsistent with the terms of this Charge; and
	 
	 	5.1.2.	 	the Chargor shall be entitled to receive and retain any cash dividends, but not other
moneys or assets accruing on or in respect of the Charged Property or any part thereof






	 	 	provided that the Chargor shall not exercise such voting rights in any manner which, in the
opinion of the Chargor, would, or would be reasonably likely to, violate the Credit
Agreements or the Mortgage.






	5.2.	 	The Chargor shall pay when due all calls, installments or other payments and shall discharge
all other obligations, which may become due in respect of any of the Charged Property and
following the occurrence of an Event of Default which is continuing, the Senior Security
Trustee may if it thinks fit (but shall not be obliged to) make such payments or discharge
such obligations on behalf of the Chargor. Any sums so paid by the Senior Security Trustee in
respect thereof shall be repayable on demand by the Chargor with interest thereon calculated
in accordance with clause 2.2 and pending such repayment shall constitute part of the Secured
Obligations.
	 
	5.3.	 	The Security Trustees shall not have any duty to ensure that any dividends, interest or other
moneys and assets receivable in respect of the Charged Property are duly and punctually paid,
received or collected as and when the same become due and payable or to ensure that the
correct amounts (if any) are paid or received on or in respect of the Charged Property or to
ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other
property paid, distributed, accruing or offered at any time by way of redemption, bonus,
rights, preference, or otherwise on or in respect of, any of the Charged Property.
	 
	5.4.	 	The Chargor hereby authorises the Senior Security Trustee to arrange at any time and from
time to time (after the occurrence of an Event of Default which is continuing) for the Charged
Property or any part thereof to be registered in the name of the Senior Security Trustee (or
its nominee) thereupon to be held, as so registered, subject to the terms of this Charge.
	 
	6.	 	PRESERVATION OF SECURITY
	 
	6.1.	 	It is hereby agreed and declared that:






	 	6.1.1.	 	the security created by this Charge shall be held by the Security Trustees as a
continuing security for the payment and discharge of the Secured Obligations and the
security so created shall not be satisfied by any intermediate payment or satisfaction
of any part of the Secured Obligations;
	 
	 	6.1.2.	 	the security created by this Charge is in addition to and independent of and shall
not prejudice or merge with any other security (or any right of set-off) which the
Security Trustees (or any of them) may hold at any time for the Secured Obligations or
any of them;
	 
	 	6.1.3.	 	the Security Trustees shall not be bound to seek to recover any amounts due from the
Borrowers or any other person, exercise any rights against a Borrower or any other
person or enforce any other security before enforcing the security created by this
Charge;




7









 












	 	6.1.4.	 	no delay or omission on the part of any Security Trustee in exercising any right,
power or remedy under this Charge shall impair such right, power or remedy or be
construed as a waiver thereof nor shall any single or partial exercise of any such
right, power or remedy preclude any further exercise thereof or the exercise of any
other right, power or remedy. The rights, powers and remedies herein provided are
cumulative and not exclusive of any rights, powers and remedies provided by law and may
be exercised from time to time and as often as any Security Trustee may deem expedient;
and
	 
	 	6.1.5.	 	any waiver by any Security Trustee of any terms of this Charge shall only be
effective if given in writing and then only against such Security Trustee and for the
purpose and upon the terms for which it is given.






	6.2.	 	Where any discharge is made in whole or in part or any arrangement is made on the faith of
any payment, security or other disposition which is avoided or must be repaid on bankruptcy,
liquidation, by virtue of Section 1001 of the Taxes Consolidation Act 1997 or otherwise
without limitation, this Charge shall continue in force as if there had been no such discharge
or arrangement. The Security Trustees shall be entitled to concede or compromise in good
faith any claim that any such payment, security or other disposition is liable to avoidance or
repayment.
	 
	6.3.	 	Until the Secured Obligations have been unconditionally and irrevocably satisfied and
discharged in full to the satisfaction of the Security Trustees or as otherwise provided in
the Credit Agreements or the Mortgage, the Senior Security Trustee may at any time keep in a
separate account or accounts (without liability to pay interest thereon) in the name of the
Security Trustees for as long as the Senior Security Trustee may think fit, any moneys
received recovered or realised under this Charge or under any other guarantee, security or
agreement relating in whole or in part to the Secured Obligations without being under any
intermediate obligation to apply the same or any part thereof in or towards the discharge of
such amount.
	 
	7.	 	ENFORCEMENT OF SECURITY
	 
	7.1.	 	The security hereby constituted shall become enforceable upon the occurrence of an Event of
Default which is continuing.
	 
	7.2.	 	At any time after the occurrence of an Event of Default which is continuing, the rights
conferred on the Senior Security Trustee under this Charge or by law shall be immediately
exercisable upon and at any time thereafter and, without prejudice to the generality of the
foregoing, the Senior Security Trustee or any Receiver appointed hereunder without further
notice to the Chargor:






	 	7.2.1.	 	may solely and exclusively exercise all voting and/or consensual powers pertaining to
the Charged Property or any part thereof and may exercise such powers in a such manner
as the Senior Security Trustee may think fit; and/or
	 
	 	7.2.2.	 	may complete any share transfer forms then held by the Senior Security Trustee
pursuant to this Charge in the name of the Senior Security Trustee (or its nominee) and
the Chargor shall do whatever the Senior Security Trustee requires in order to procure
the prompt registration of such transfer and the prompt issue of a new certificate or
certificates for the relevant Charged Property in the name of the Senior Security
Trustee; and/or
	 
	 	7.2.3.	 	date any or all, as the Senior Security Trustee in its absolute discretion may deem
appropriate, of the letters of resignation of the Directors and Secretary of the
Company provided to the Security Trustee pursuant to clause 3.5.5, the proxy provided
to the Senior Security Trustee pursuant to clause 3.5.3 and the appointment provided to
the Senior Security Trustee pursuant to clause 3.5.4 and sign, seal, execute, deliver,
acknowledge, file and register all such documents, instruments, agreements,
certificates and any other document (including, but not limited to, such letters of
resignation) and do any and all such other acts or things as the Senior Security
Trustee may in its absolute discretion deem necessary or desirable to remove any or all
of the Directors and/or Secretary from the office of director or, as the case may be,
secretary of the Company.
	 
	 	7.2.4.	 	may receive and retain all dividends, interest or other moneys or assets accruing on
or in respect of the Charged Property or any part thereof, such dividends, interest or
other moneys or assets to be held by the Senior Security Trustee, as additional
security charged under and subject to the terms of this Charge and any such dividends,
interest and other moneys or assets received by the Chargor after such time shall be
held in trust by the Chargor for the Senior Security Trustee and paid or transferred to
the Security Trustee on demand; and/or
	 
	 	7.2.5.	 	may sell, transfer, grant options over or otherwise dispose of the Charged Property
or any part thereof at




8









 






	 	 	 	such place and in such manner and at such price or prices as the Senior Security
Trustee may deem fit, and thereupon the Senior Security Trustee shall have the right
to deliver, assign and transfer in accordance therewith the Charged Property so sold,
transferred, granted options over or otherwise disposed of.






	7.3.	 	Sections 17 (Restriction on the Consolidation of Mortgages), 19 (Powers of Mortgagee) and 20
(Exercise of the Power of Sale) of the Conveyancing and Law of Property Act, 1881 shall not
apply to this Charge or to any exercise by any Security Trustee of its right to consolidate
mortgages or its power of sale.
	 
	7.4.	 	Upon any sale of the Charged Property or any part thereof by any Security Trustee, the
purchaser shall not be bound to see or enquire whether such Security Trustee’s power of sale
has become exercisable in the manner provided in this Charge and for the purposes and benefit
of such purchaser the sale shall be deemed to be within the power of such Security Trustee,
and the receipt of such Security Trustee for the purchase money shall effectively discharge
the purchaser who shall not be concerned with the manner of application of the proceeds of
sale or be in any way answerable therefor.
	 
	7.5.	 	No Security Trustee shall be obliged to make any enquiry as to the nature or sufficiency of
any payment received by it under this Charge or to make any claim or to take any action to
collect any moneys assigned by this Charge or to enforce any rights or benefits assigned to it
by this Charge or to which the it may at any time be entitled hereunder.
	 
	7.6.	 	Neither the Security Trustees nor any of their respective agents, managers, officers,
employees, delegates and advisers shall be liable for any claim, demand, liability, loss,
damage, cost or expense incurred or arising in connection with the exercise or purported
exercise of any rights, powers and discretions hereunder in the absence of gross negligence,
dishonesty or willful default.
	 
	7.7.	 	Receivers






	 	7.7.1.	 	at any time after the occurrence of an Event of Default, the Senior Security Trustee
may by a written instrument and without notice to any party appoint a Receiver of the
Charged Property or any part of it. A Receiver so appointed shall be the agent of the
Chargor and the Chargor shall be solely responsible for his acts, defaults and
remuneration but the Senior Security Trustee will have power from time to time to fix
the remuneration of any Receiver and direct payment thereof out of the proceeds of the
Charged Property. The provisions of Section 24 of the Conveyancing and Law Property
Act 1881 (Appointment, powers, remuneration and duties of receiver) as modified by this
Charge shall apply hereto with the exception of sub-section 24(6) and 24(8) which shall
not apply;
	 
	 	7.7.2.	 	the Senior Security Trustee may by instrument in writing delegate to any such
Receiver all or any of the rights, powers and discretions vested in it by this Charge;
	 
	 	7.7.3.	 	in addition to the powers conferred on the Security Trustees by this Charge, the
Receiver appointed pursuant to Clause 7.7.1 shall have in relation to the Charged
Property all the powers conferred by the Conveyancing and Law of Property Act, 1881 (as
extended by this Charge) on a Receiver appointed under that Act;
	 
	 	7.7.4.	 	the Security Trustees shall not be responsible for any negligence on the part of a
Receiver, provided that the Senior Security Trustee shall have used bona fides in the
appointment of such Receiver;
	 
	 	7.7.5.	 	neither the Security Trustees nor any Receiver appointed under this Charge shall be
liable to account as mortgagee in possession in respect of any of the Charged Property
or be liable for any loss upon realisation or for any neglect or default of any nature
whatsoever (except to the extent that the same results from their or his gross
negligence or willful default in connection with any of the Charged Property) for which
a mortgagee in possession might as such be liable and all costs, charges and expenses
incurred by the Security Trustees or any Receiver appointed hereunder (including the
costs of any proceedings to enforce the security) together with all Value Added Tax
thereon shall be paid by the Chargor on a solicitor and own client basis and shall form
part of the Secured Obligations and be charged on and paid out of the Charged Property;
and
	 
	 	7.7.6.	 	all amounts realized by the Security Trustee in connection with the exercise of
rights and remedies hereunder shall be applied by the Senior Security Trustee as
provided in section 3.02 (Priority of Payments) of the Mortgage. To the extent
relevant, the subordination arrangements set forth in article VII of the Mortgage shall
apply to this Charge.










9









 












	8.	 	FURTHER ASSURANCES
	 
	8.1.	 	The Chargor shall from time to time at its expense, execute and deliver any and all such
further instruments and documents and take all such actions as the Senior Security Trustee in
its reasonable discretion may require for:






	 	8.1.1.	 	perfecting, protecting or ensuring the priority of the security hereby created (or
intended to be created);
	 
	 	8.1.2.	 	preserving or protecting any of the rights of any Security Trustee under this Charge;
	 
	 	8.1.3.	 	ensuring that the security constituted by this Charge and the covenants and
obligations of the Chargor under this Charge shall enure to the benefit of any assignee
of any Security Trustee;
	 
	 	8.1.4.	 	facilitating the appropriation or realisation of the Charged Property or any part
thereof; or
	 
	 	8.1.5.	 	the exercise of any power, authority or discretion vested in any Security Trustee
under this Charge,






	 	 	in any such case, forthwith upon demand by the Senior Security Trustee and at the expense of
the Chargor.






	9.	 	INDEMNITIES
	 
	9.1.	 	The Chargor will indemnify and save harmless each Security Trustee and each of their
respective agents or attorneys appointed under or pursuant to this Charge from and against any
and all expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges
suffered, incurred or made by such Security Trustee or such agent or attorney:






	 	9.1.1.	 	in the exercise or purported exercise of any rights, powers or discretions vested in
them pursuant to this Charge;
	 
	 	9.1.2.	 	in the preservation or enforcement of such Security Trustee’s rights under this
Charge or the priority thereof; or
	 
	 	9.1.3.	 	on the release of any part of the Charged Property from the security created by this
Charge,






	 	 	as provided in the Mortgage and subject to the terms thereof.






	9.2	 	If, under any applicable law or regulation, and whether pursuant to a judgment being made or
registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any
other reason any payment under or in connection with this Charge is made or fails to be
satisfied in a currency (the Payment Currency) other than the currency in which such payment
is due under or in connection with this Charge (the Contractual Currency), then to the extent
that the amount of such payment actually received by any Security Trustee when converted into
the Contractual Currency at the rate of exchange, falls short of the amount due under or in
connection with this Charge, the Chargor, as a separate and independent obligation, shall
indemnify and hold harmless such Security Trustee against the amount of such shortfall. For
the purposes of this clause 9.2, rate of exchange means the rate at which such Security
Trustee is able on or about the date of such payment to purchase the Contractual Currency with
the Payment Currency and shall take into account any premium and other costs of exchange with
respect thereto.
	 
	10.	 	POWER OF ATTORNEY
	 
	10.1.	 	The Chargor by way of security hereby irrevocably appoints and constitutes each Security
Trustee and any Receiver jointly and also severally the attorney or attorneys of the Chargor
on the Chargor’s behalf and in the name of the Chargor or otherwise and to do all acts and to
execute, seal or otherwise affect any deed, assurance, agreement, instrument, document or act
which the Chargor could itself do in relation to the Charged Property or which may be required
or which may be deemed proper for any of the matters provided for in this Charge.
	 
	10.2.	 	The power hereby conferred shall be a general power of attorney and the Chargor hereby
ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any
such attorney may execute or do. In relation to the power referred to herein, the exercise by
any Security Trustee of such power shall be conclusive evidence of its right to exercise the
same.




10









 












	10.3.	 	This power shall not become exercisable unless and until an Event of Default has occurred
and is continuing.
	 
	11.	 	EXPENSES
	 
	11.1.	 	The Chargor shall pay to the Security Trustees within 10 Business Days of demand all costs,
fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon
incurred by the Security Trustees (or any Secured Party) or for which any Security Trustee may
become liable in connection with:






	 	11.1.1.	 	the negotiation, preparation and execution of this Charge;
	 
	 	11.1.2.	 	the preserving or enforcing of, or attempting to preserve or enforce, any of its
rights under this Charge or the priority hereof;
	 
	 	11.1.3.	 	any variation of, or amendment or supplement to, any of the terms of this Charge;
and /or
	 
	 	11.1.4.	 	any consent or waiver required from any Security Trustee in relation to this Charge,
	 
	 	and in the case referred to in clauses 11.1.3 and 11.1.4 regardless of whether the same is
actually implemented, completed or granted, as the case may be.






	11.2.	 	The Chargor shall pay promptly all stamp, documentary, registration and other like duties
and taxes to which this Charge may be subject or give rise and shall indemnify the Security
Trustees on demand against any and all liabilities with respect to or resulting from any delay
or omission on the part of the Chargor to pay any such duties or taxes.
	 
	12.	 	ASSIGNMENTS
	 
	12.1.	 	This Charge shall be binding upon and shall enure to the benefit of the Chargor and the
Security Trustees and each of their respective successors and (subject as hereinafter
provided) assigns and references in this Charge to any of them shall be construed accordingly.
	 
	12.2.	 	The Chargor may not assign or transfer all or any part of its rights and/or obligations
under this Charge.
	 
	12.3.	 	Any Security Trustee may assign or transfer all or any part of its rights or obligations
under this Charge as provided in the Mortgage. Each Security Trustee will be entitled to
disclose any information concerning the Chargor to any proposed assignee or transferee. The
relevant Security Trustee shall notify the Chargor promptly following any such assignment or
transfer.
	 
	12.4.	 	In the event of assignment or transfer by any Security Trustee as permitted by clause 12.3,
the Chargor shall at the request of such Security Trustee join in such assignment or transfer
so as to cause the full benefit of this Charge to be passed to the relevant assignee or
transferee,
	 
	13.	 	MISCELLANEOUS
	 
	13.1.	 	Any Security Trustee, at any time and from time to time, may delegate by power of attorney
or in any other manner to any person or persons all or any of the powers, authorities and
discretions which are for the time being exercisable by such Security Trustee under this
Charge in relation to the Charged Property or any part thereof. Any such delegation may be
made upon such terms and be subject to such regulations as such Security Trustee may think
fit. Such Security Trustee shall not be in any way liable or responsible to the Chargor for
any loss or damage arising from any act, default, omission or misconduct on the part of any
such delegate provided that such Security Trustee has acted reasonably in selecting such
delegate.
	 
	13.2.	 	If any of the clauses, conditions, covenants or restrictions (the Provision) of this Charge
or any deed or document emanating from it shall be found to be void but would be valid if some
part thereof were deleted or modified, then the Provision shall apply with such deletion or
modification as may be necessary to make it valid and effective.
	 
	13.3.	 	This Charge (together with any documents referred to herein) constitutes the whole agreement
between the Parties relating to its subject matter and no variations hereof shall be effective
unless made in writing and signed by each of the Parties.




11









 












	13.4.	 	This Charge may be executed in counterparts each of which when executed and delivered shall
constitute an original but all such counterparts together shall constitute one and the same
instrument.
	 
	13.5.	 	A certificate of any Security Trustee as to the amount of any Secured Obligation owed to it
(whether for itself or in a representative capacity) shall, in the absence of manifest error,
be conclusive evidence of the existence and amount of such Secured Obligation.
	 
	13.6.	 	If the Senior Security Trustee causes or requires Charged Property to be registered in the
name of a nominee for the Senior Security Trustee, any reference in this Charge to the Senior
Security Trustee shall, if the context so permits or requires, be construed as a reference to
each of the Senior Security Trustee and such nominee.
	 
	13.7.	 	The rights and remedies of each Security Trustee under this Charge are cumulative and
without prejudice and in addition to any rights or remedies which such Security Trustee may
have at law or in equity. No exercise by any Security Trustee of any right or remedy under
this Charge or at law or in equity shall (save to the extent, if any, provided expressly in
this Charge, or at law or in equity) operate so as to hinder or prevent the exercise by it of
any other right or remedy. Each and every right and remedy may be exercised from time to time
as often and in such order as may be deemed expedient by such Security Trustee.






	14.	 	LIMIT OF LIABILITY
	 
	 	 	The provisions of section 9.13 (Limited Recourse) of the Mortgage shall apply mutatis
mutandis to this Charge as if written out in full herein.
	 
	15.	 	LAW AND JURISDICTION
	 
	15.1.	 	This Charge, and any non-contractual obligations arising out of or in connection with this
Charge, shall be governed and construed in accordance with Irish law.
	 
	15.2.	 	The Chargor irrevocably agrees for the benefit of the Security Trustees that the courts of
Ireland shall have jurisdiction to hear and determine any suit, action or proceeding, and to
settle any disputes, whether relating to a contractual or non-contractual obligation, which
may arise out of or in connection with this Charge and, for such purposes, irrevocably submits
to the jurisdiction of such courts.
	 
	15.3.	 	The Chargor irrevocably waives any objection which it might now or hereafter have to the
courts referred to in Clause 15.2 being nominated as the forum to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise out of or in connection with
this Charge and agrees not to claim that any such court is not a convenient or appropriate
forum in each case whether on the grounds of venue or forum non convenient or any similar
grounds or otherwise.
	 
	15.4.	 	The submission to the jurisdiction of the courts referred to in Clause 15.2 shall not (and
shall not be construed so as to) limit the right of any Security Trustee to take proceedings
against the Chargor in any other court of competent jurisdiction nor shall the taking of
proceedings in any one or more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
	 
	15.5.	 	To the extent that the Chargor, or any of the property of the Chargor is or becomes entitled
at any time to any immunity on the grounds of sovereignty or otherwise from any legal action,
suit or proceeding, from set-off or counterclaim, from the jurisdiction of any competent
court, from service of process, from attachment prior to judgment, from attachment in aid of
execution, or from execution prior to judgment, or other legal process in any jurisdiction,
the Chargor for itself, and its property does hereby irrevocably and unconditionally waive,
and agrees not to plead or claim, any such immunity with respect to its or his, as the case
may be, obligations, liabilities or any other matter under or arising out of or in connection
with this Charge or the subject matter hereof or thereof.
	 
	16.	 	SERVICE OF PROCESS AGENT
	 
	 	 	The Chargor hereby irrevocably appoints ILFC Ireland Limited of 30 North Wall Quay, Dublin
1 as its Agent with full authority to receive, accept and acknowledge, for itself and on its
behalf, service of all process issued out of or relating to any proceedings referred to in
clause 15 in the Courts of Ireland.





12









 





Schedule A




	 	 	 	 	 
	 	 	Number and	 	 
	Company	 	Description of Shares	 	Registered Holder
	Shrewsbury Aircraft  Leasing Limited

	 	10 Ordinary Shares
of US$1.00 each
	 	Top Aircraft, Inc.






13









 






SCHEDULE B




Part I




	 	 	 
	To:

	 	[               ]
	 

	 	(the Security Trustee)






Date:                                          200[ ]


(Date of Deed)




Dear Sirs




Shrewsbury Aircraft Leasing Limited (the Company)



I hereby unconditionally and irrevocably authorise you to date the resignation letter in respect of
the Company deposited by me with you pursuant to the share charge dated [ ], 200[ ] (the Charge)
between TOP Aircraft, Inc. and yourselves, as and when you become entitled to date and complete the
same pursuant to the terms of the Charge.




Yours faithfully,




[name]




[Director] / [Secretary]




14









 








SCHEDULE B




PART II




Date                                        




The Board of Directors

Shrewsbury Aircraft Leasing Limited (the Company)




Dear Sirs,




Resignation of Directors/Secretary



[I]/[We] hereby tender [my]/[our] resignation as [Director]/[Secretary] of the Company with effect
from the date hereof .



[I]/[We] hereby confirm that we have no rights to compensation or claims against the Company for
loss of office or arrears of pay [(or, in the case of secretary, fees)].



This letter shall be governed by and construed in accordance with Irish law.



Yours faithfully,




Signed, Sealed and Delivered



by [insert name of director/secretary]               
               
               
               
               
               
                                                        

in the presence of:




	 	 	 	 	 
	Witness Signature:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Witness Name:
	 	 	 	 
	 

	 	 	 	 
	 
	Witness Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 





15









 






Schedule C




Form of Proxy



We, TOP Aircraft, Inc., hereby irrevocably appoint Wells Fargo Bank Northwest, National Association
(as security trustee) as our proxy to vote at meetings of the shareholders of Shrewsbury Aircraft
Leasing Limited (the “Company”) in respect of any existing or further shares in the Company which
may have been or may from time to time be issued to us and/or registered in our name. This proxy
is irrevocable by reason of being coupled with the interest of Wells Fargo Bank Northwest, National
Association (as security trustee) as chargee of the aforesaid shares.




TOP Aircraft, Inc.




Dated:                                                             




16









 





Schedule D




Form of Irrevocable Appointment



We, TOP Aircraft, Inc., hereby irrevocably appoint Wells Fargo Bank Northwest, National Association
(as security trustee) as our duly authorised representative to sign resolutions in writing of
Shrewsbury Aircraft Leasing Limited (the “Company”) in respect of any existing or further shares in
the Company which may have been or may from time to time be issued to us and/or registered in our
name.




TOP Aircraft, Inc.




Dated:                                                             




17









 




IN WITNESS whereof the parties hereto have caused this Charge to be duly executed on the date first
written.




SIGNED by
               
               
               
               
               
               
               
               
               
                                        

TOP AIRCRAFT, INC.

in the presence of:




	 	 	 	 	 
	Witness Signature:
	 	 	 	 
	Witness Name:

	 	 

	 	 
	 

	 	 	 	 
	Witness Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





SIGNED by
               
               
               
               
               
               
               
               
                                                       

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION



(not in its individual capacity but solely as the First Lien Security Trustee,

the Second Lien Security Trustee, the Third Lien Security Trusteee and

the Fourth Lien Security Trustee)

in the presence of:




	 	 	 	 	 
	Witness Signature:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Witness Name:

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Witness Address:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






18











 








ANNEX 1




PROHIBITED COUNTRIES



Burma/Myanmar



Cuba



Iran



North Korea



Syria




PROHIBITED COUNTRIES





 









 








ANNEX 2




CORE LEASE PROVISIONS



1. Representations and Warranties, etc.





representations and warranties or a legal opinion or such other comfort acceptable
to the lessor as to, without limitation, the due execution of such lease by the
related lessee and the validity of such lessee’s obligations thereunder, due
authorization of such lease and procurement of relevant licenses and permits in
connection therewith, subject to customary exceptions consistent with Leasing
Company Practice;



2. Subleasing





permission to sublease only if the primary lessee thereunder remains obligated to
make payments on such primary lease, except with respect to the specific classes of
sublessees and under the specific conditions provided in such lease;



3. Permitted Encumbrances





provisions requiring the lessee not to create any Liens or other Adverse Claims in
respect of the Pool Aircraft (or related Aircraft Assets), except for exceptions
thereto consistent with Leasing Company Practice, including Liens or Adverse Claims
not affecting the use or operation of the Pool Aircraft arising in the ordinary
course of the lessee’s business;



4. No Right to Sell





the lease shall not permit a lessee to sell any aircraft except, with respect to an
aircraft the subject of a purchase option, pursuant to an agreement entered into by
such lessee prior to the exercise of such purchase option to sell or otherwise
transfer ownership of such aircraft upon the exercise of such purchase option;



5. Events of Loss





provisions stipulating that the lease will terminate in the event of a “total loss”
of the relevant aircraft and payment of all amounts owing under the related lease;



6. Return of Aircraft





provisions for redelivery of the relevant aircraft, including, if applicable,
replacement engines and parts, on expiry or termination of the lease (other than any
expiration or termination coincident with the purchase of the relevant Aircraft
pursuant to exercise of a purchase option by the relevant lessee or in cases in
which such lease provides for retention of the relevant Aircraft by the lessee or
for delivery to a third party), specifying the required return condition and any
obligation upon the lessee to remedy or compensate the lessor, directly or
indirectly, for any material deviations from such return condition, in each case
considering the other terms of the relevant lease and to the extent consistent with
Leasing Company Practice;



7. Termination Events



CORE LEASE PROVISIONS



 









 









provisions setting forth the conditions under which the lessor may terminate a lease
and repossess the relevant Aircraft, at any time after the expiration of any agreed
grace period or remedy period, in each case consistent with Leasing Company
Practice;



8. Assignment





provisions prohibiting the assignment by the lessee of any benefits or obligations
under the lease to any Person, subject to exceptions consistent with Leasing Company
Practice;



9. Disclaimer of Conditions or Warranty





provisions acknowledging that when the lessee gives formal notice of acceptance of
the relevant Aircraft, it takes delivery of such Aircraft with no condition,
warranty or representation of any kind having been given by or on behalf of the
lessor in respect of such Aircraft, except as to matters expressly set forth in the
lease (including any related document);



10. Net Lease





provisions stating the lessee’s obligation to make rental payments (i) is absolute
and unconditional under any and all circumstances and regardless of other events or
similar provisions, except for a breach of the covenant of quiet enjoyment by the
lessor, its lenders and any other person acting by or through the lessor, such
exception to be provided to the lessee consistent with Leasing Company Practice and
(ii) is not subject to set-off or withholding and, if subject to withholding, lessee
is required to gross-up payments, subject to exceptions provided to the Lessee
consistent with Leasing Company Practice.



11. Insurance





provisions requiring the lessee to maintain such insurance as is required by Section
2.19 of the Mortgage.



CORE LEASE PROVISIONS




 









 








ANNEX 3




REGIONS




Africa 



Angola, Benin, Botswana, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic,
Chad, Comoros, Democratic Republic of Congo, Republic of Congo, Cote d’Ivoire, Djibouti, Equatorial
Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea-Bissau, Kenya, Lesotho, Liberia,
Madagascar, Malawi, Mali, Mauritania, Mauritius, Mayotte (French), Mozambique, Namibia, Niger,
Nigeria, Rwanda, Sao Tome and Principe, Reunion (French), Senegal, Seychelles, Sierra Leone,
Somalia, Somaliland, South Africa, Swaziland, Tanzania, Togo, Uganda, Western Sahara, Zambia and
Zimbabwe.




Americas



Anguilla, Antigua & Barbuda, Argentina, Aruba, Ascension Island, Bahamas, Barbados, Belize,
Bermuda, Bolivia, Brazil, British Virgin Islands, Canada, Cayman Island, Chile, Colombia, Costa
Rica, Cuba, Dominica, Dominican Republic, Ecuador, El Salvador, Falkland Islands, French Guiana,
Greenland, Grenada, Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique (French),
Mexico, Montserrat, Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto Rico (USA),
Saint Helena, Saint Pierre and Miquelon (French), Saint Vincent & the Grenadines, St. Lucia,
Suriname, Trinidad & Tobago, Tristan de Cunha, Turks and Caicos Islands, United States, Uruguay, US
Virgin Islands (USA), and Venezuela




Asia/Pacific



Afghanistan, American Samoa, Australia, Bangladesh, Bhutan, Brunei Darussalam, Cambodia, China,
Christmas Island, Cocos Island, Cook Islands, Fiji, French Polynesia, Guam (USA), Hong Kong, India,
Indonesia, Japan, Kazakhstan, Kiribati, Kyrgyz Republic, Laos, Macao, Malaysia, Maldives, Marshall
Islands, Micronesia, Mongolia, Nauru, Nepal, New Caledonia, New Zealand, Norfolk Island, North
Korea, Northern Mariana Islands, Palau, Papua New Guinea, Philippines, Samoa, Singapore, Solomon
Islands, South Korea, Sri Lanka, Taiwan, Tajikistan, Thailand, Timor-Leste, Tonga, Turkmenistan,
Tuvalu, Uzbekistan, Vanuatu, Vietnam and Wallis & Futuna



REGIONS



 









 








Europe



Aland Islands, Andorra, Armenia, Austria, Azerbaijan, Belarus, Belgium, Bosnia & Herzegovina,
Bulgaria, Channel Islands, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Faroe Islands,
Finland, France, Georgia, Germany, Gibraltar, Greece, Hungary, Iceland, Ireland, Isle of Man,
Italy, Kosovo, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malta, Moldova, Monaco,
Montenegro, Nagorno-Karabakh, Netherlands, Northern Cyprus, Norway, Poland, Portugal, Romania,
Russia, San Marino, Slovakia, Slovenia, South Ossetia, Spain, Svalbard (Finland), Sweden,
Switzerland, Turkey, Ukraine, United Kingdom, and Vatican City (Holy See)




Middle East


Algeria, Bahrain, Egypt, Iran, Iraq, Israel, Jordan , Kuwait, Lebanon, Libya,
Morocco, Oman, Pakistan, Qatar, Saudi Arabia, Sudan, Syria, Tunisia, United Arab
Emirates and Yemen.




REGIONS