EX-10.1





Exhibit 10.1


 




			
	Private & Confidential
	 	Execution Version





Dated      15 September 2008



GENESIS PORTFOLIO FUNDING I LIMITED and others




arranged by




DVB BANK AG, HSH NORDBANK AG and KFW IPEX-BANK GMBH

as Arrangers and Underwriters




and




HSH NORDBANK AG

as Facility Agent and Security Trustee




FACILITY AGREEMENT

for a $250,000,000 term facility in respect

of up to eleven (11) used aircraft









 









 





Contents




	 	 	 	 	 
	Clause	 	Page	 
	1 Definitions and interpretation
	 	 	4	 
	 
	2 The Facility
	 	 	25	 
	 
	3 Purpose
	 	 	25	 
	 
	4 Conditions of Utilisation
	 	 	25	 
	 
	5 Utilisation
	 	 	26	 
	 
	6 Repayment
	 	 	27	 
	 
	7 Prepayment and cancellation
	 	 	27	 
	 
	8 Interest
	 	 	30	 
	 
	9 Interest Periods
	 	 	31	 
	 
	10 Changes to the calculation of interest
	 	 	31	 
	 
	11 Fees
	 	 	32	 
	 
	12 Tax gross up and indemnities
	 	 	33	 
	 
	13 Increased costs
	 	 	36	 
	 
	14 Other indemnities
	 	 	37	 
	 
	15 Mitigation by the Lenders
	 	 	38	 
	 
	16 Costs and expenses
	 	 	38	 
	 
	17 Guarantee and indemnity
	 	 	39	 
	 
	18 Events of Default
	 	 	41	 
	 
	19 Representations
	 	 	45	 
	 
	20 Information undertakings
	 	 	47	 
	 
	21 General undertakings
	 	 	49	 
	 
	22 Changes to the Lenders
	 	 	52	 
	 
	23 Assignments and transfer by Obligors
	 	 	55	 
	 
	24 Role of the Facility Agent and the Representatives
	 	 	55	 
	 
	25 Conduct of business by the Finance Parties
	 	 	59	 
	 
	26 Payment mechanics
	 	 	59	 
	 
	27 Set-off
	 	 	61	 
	 
	28 Calculations and certificates
	 	 	61	 






 









 






	 	 	 	 	 
	Clause	 	Page	 
	29 Partial invalidity
	 	 	61	 
	 
	30 Remedies and waivers
	 	 	62	 
	 
	31 Counterparts
	 	 	62	 
	 
	32 Notices
	 	 	62	 
	 
	33 Governing law
	 	 	62	 
	 
	34 Enforcement
	 	 	62	 
	 
	 	 	 	 
	Schedule 1 The Obligors
	 	 	63	 
	Part 1 The Obligors
	 	 	63	 
	Part 2 Principal Guarantor
	 	 	63	 
	Part 3 Lessors
	 	 	63	 
	Part 3 Lessors
	 	 	64	 
	Part 4 Owner Trustees
	 	 	65	 
	 
	 	 	 	 
	Schedule 2 The Original Lenders
	 	 	66	 
	 
	 	 	 	 
	Schedule 3 Conditions Precedent
	 	 	67	 
	Part 1 Conditions precedent to any Utilisation
	 	 	67	 
	Part 2 Conditions precedent to each Utilisation for an Aircraft
	 	 	70	 
	Part 3 Conditions subsequent
	 	 	74	 
	 
	 	 	 	 
	Schedule 4 Utilisation Request
	 	 	75	 
	 
	 	 	 	 
	Schedule 5 Mandatory Cost Formula
	 	 	76	 
	 
	 	 	 	 
	Schedule 6 Form of Transfer Certificate
	 	 	78	 
	 
	 	 	 	 
	Schedule 7 The Aircraft
	 	 	80	 
	 
	 	 	 	 
	Schedule 8 The Initial Operating Leases
	 	 	82	 
	 
	 	 	 	 
	Schedule 9 Repayment Schedules
	 	 	91	 






3









 





THIS AGREEMENT is dated 15 September 2008 and made BETWEEN:





	(1)	 	GENESIS PORTFOLIO FUNDING I LIMITED (the Borrower);
	 
	(2)	 	GENESIS LEASE LIMITED as principal guarantor (the Principal Guarantor) and as manager of the
Borrower, the Lessors and the Owners (the Manager);
	 
	(3)	 	THE COMPANIES listed in Part 3 and Part 4 of Schedule 1 as Owners and Lessors respectively
with effect from the execution by the relevant company of an Accession Deed;
	 
	(4)	 	DVB BANK AG, HSH NORDBANK AG and KFW IPEX-BANK GMBH as joint arrangers and underwriters
(together the Arrangers and individually an Arranger);
	 
	(5)	 	HSH NORDBANK AG as agent of the other Finance Parties (the Facility Agent);
	 
	(6)	 	HSH NORDBANK AG as security trustee (the Security Trustee); and
	 
	(7)	 	THE FINANCIAL INSTITUTIONS listed in Schedule 2 as lenders (the Original Lenders).





IT IS AGREED as follows:





	1	 	Definitions and interpretation
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	Accession Deed means an accession deed in the form of Schedule 5 to the DPP.
	 
	 	 	Account Bank means HSH Nordbank AG acting through its Kiel head office.
	 
	 	 	Accounts Pledge means the accounts pledge agreement in the Agreed Form between the Borrower,
the Account Bank and the Security Trustee pursuant to which the Borrower pledges to the
Security Trustee its rights in respect of the Liquidity Reserve Account and the Collection
Account.
	 
	 	 	Additional Cost Rate has the meaning given to it in Schedule 5.
	 
	 	 	Additional Hedging Assignment means in relation to an Aircraft a hedging assignment in the
Agreed Form between the Borrower and the Security Trustee pursuant to which the Borrower
assigns to the Security Trustee its rights under an Approved Hedging Agreement.
	 
	 	 	Additional Hedging Provider Notice and Acknowledgment means in relation to an Aircraft a
notice and acknowledgment in the Agreed Form between the Borrower, the Approved Hedging
Provider and the Security Trustee pursuant to which the Borrower notifies the Approved
Hedging Provider of the assignment effected to the Security Trustee pursuant to an Additional
Hedging Assignment and the Approved Hedging Provider acknowledges that notice and provides
certain undertakings direct to the Security Trustee.
	 
	 	 	Additional Obligor has the meaning given to that expression in the DPP.
	 
	 	 	Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company
of that person or any other Subsidiary of that Holding Company.
	 
	 	 	Agreed Form means the form of a document from time to time certified as its agreed form by
the Borrower and the Facility Agent.
	 
	 	 	Aircraft means each of the aircraft identified in Schedule 7, comprising, with respect to
each individual aircraft, the relevant Airframe together with the relevant Engines (whether
or not any














 






		 	of the relevant Engines may from time to time be installed on the relevant Airframe) together
with the relevant Technical Records.
	 
	 	 	Aircraft Documents means in relation to an Aircraft together:






	 	(a)	 	the Trust Agreement for that Aircraft (if any);
	 
	 	(b)	 	the Operating Lease for that Aircraft;
	 
	 	(c)	 	the Operator Guarantee for that Aircraft (if any);
	 
	 	(d)	 	the Intermediate Lease for that Aircraft (if any);
	 
	 	(e)	 	the Insurance Assignment for that Aircraft (if any);
	 
	 	(f)	 	the Deregistration Power of Attorney for that Aircraft (if any);
	 
	 	(g)	 	the Airframe Warranties Agreement for that Aircraft (if any);
	 
	 	(h)	 	the Engine Warranties Agreement for that Aircraft (if any),






	 	 	and any other document designated as such by the Facility Agent and the Borrower,
individually an Aircraft Document.
	 
	 	 	Aircraft Mandatory Prepayment Event means in relation to an Aircraft:






	 	(a)	 	a Lessee Event has occurred and is continuing and the Facility Agent acting
reasonably determines that the Servicer is not taking all appropriate steps in
connection with that Lessee Event; or
	 
	 	(b)	 	(i) any Aircraft Security Document for that Aircraft or the Trust Agreement for
that Aircraft (if any) is terminated or expires, (ii) any Aircraft Security Document for
that Aircraft or the Trust Agreement for that Aircraft (if any) ceases to be valid or
enforceable or otherwise in full force and effect in accordance with its terms, except
to the extent that the relevant invalidity or unenforceability was stated, by way of an
express provision in any of the legal opinions for that Aircraft referred to in Schedule
3, to exist as at the date of that legal opinion, or (iii) it is or becomes unlawful for
an Obligor to perform any of its obligations under the Aircraft Security Documents for
that Aircraft or the Trust Agreement for that Aircraft (if any) and, in each case, that
Aircraft Security Document or Trust Agreement (as applicable) is not immediately
replaced by an equivalent Aircraft Security Document or Trust Agreement (as applicable)
in the Agreed Form and between the same parties or such other parties as may be approved
by the Security Trustee; or
	 
	 	(c)	 	any consent, authorisation, licence, certificate or approval of or registration
with or declaration to any Government Entity required in connection with any Aircraft
Security Document for that Aircraft or the Trust Agreement for that Aircraft (if any)
which is material to the ability of any Obligor to perform its obligations under the
Facility Documents (including any authorisation required by that Obligor to authorise,
or required in connection with, the execution, delivery, validity, enforceability or
admissibility in evidence of those Aircraft Security Documents or that Trust Agreement
(as applicable) or the performance by that Obligor of its obligations under the Facility
Documents) is modified in a manner unacceptable to the Facility Agent (acting
reasonably) or is withheld, or is revoked, suspended, cancelled, withdrawn, terminated
or not renewed, or otherwise ceases to be in full force and effect, unless the same is
rectified within ten (10) days of its occurrence; or
	 
	 	(d)	 	any of the Insurances for that Aircraft which are required by the terms of the
Facility Documents are not obtained and/or maintained in accordance with the
requirements of the Facility Documents and/or that Aircraft is operated in a place
excluded from the insurance coverage unless, immediately upon any Obligor becoming aware
of the same,





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	 	(e)	 	that Aircraft is grounded in a jurisdiction with no actual or imminent war or
hostilities and, for so long as any of those Insurances are not obtained and/or
maintained in accordance with the requirements of this Agreement, remains grounded in
such a jurisdiction, safely stored and fully covered by a ground risk only insurance
policy which complies with the requirements of the Facility Documents; or
	 
	 	(f)	 	that Aircraft ceases to be managed by the Servicer under the Servicing Agreement
or an event or circumstance of the nature referred to in Section 10.02(b) (iii) or (iv)
of the Servicing Agreement occurs or arises unless (i) the Servicing Agreement is
immediately replaced by an equivalent servicing agreement in the Agreed Form between the
Borrower and another servicer approved by the Security Trustee (in its absolute
discretion), (ii) that Aircraft is immediately managed by that servicer under that
servicing agreement, and (iii) the Borrower immediately enters into a servicing
assignment and servicer notice respectively each in the Agreed Form; or
	 
	 	(g)	 	that Aircraft is operated in breach of any Applicable Law or Applicable Sanction:






	 	(1)	 	otherwise than as a result of a Third Party Event; or
	 
	 	(2)	 	as a result of a Third Party Event and a Government Entity takes any
action to enforce any Applicable Sanction against that Aircraft or any part
thereof or any Finance Party or declares that Aircraft or any part thereof or any
Finance Party to be in breach of any Applicable Sanction; or






	 	(h)	 	other than pursuant to an Approved Change in Structure, that Aircraft ceases to
be legally and beneficially owned by the Owner for that Aircraft, or, if that Aircraft
is subject to an owner trust structure, legally owned by the Owner Trustee for that
Aircraft and beneficially owned by the Owner for that Aircraft; or
	 
	 	(i)	 	any Security other than Permitted Security arises or is created over or in
respect of that Aircraft and/or any interest (legal or beneficial) in that Aircraft or
over or with respect to any of the other assets, interests and rights over which
Security is created by the Aircraft Security Documents for that Aircraft or the Trust
Agreement for that Aircraft (if any) by or through or as a result of any act or omission
of any person other than a Borrower Party and that Security is not released as soon as
practicable and in any event within thirty (30) days after any Obligor becomes aware of
that Security; or
	 
	 	(j)	 	the Lessor for that Aircraft or any other person enters into an Operating Lease
for that Aircraft which does not comply with the Operating Lease Requirements or an
Operating Lease for that Aircraft is amended such that it no longer complies with the
Operating Lease Requirements; or
	 
	 	(k)	 	the Borrower, the Lessor for that Aircraft and/or any other person enters into a
Change in Structure for that Aircraft and/or a New Structure for that Aircraft which is
not an Approved Change in Structure; or
	 
	 	(l)	 	if that Aircraft is subject to an owner trust structure, an Insolvency Event
(construed as if all references in clauses 18.5, 18.6, 18.7 and 18.8 to the Obligors
included a reference to the Owner Trustee for that Aircraft) occurs in relation to that
Owner Trustee; or
	 
	 	(m)	 	the Servicer or, if that Aircraft is subject to an owner trust structure, the
Owner Trustee for that Aircraft fails to comply with paragraph 1(c) or (d) of Schedule 2
to the DPP construed as if all references therein to the Obligors included a reference
to the Servicer and that Owner Trustee; or
	 
	 	(n)	 	any representation or statement made or deemed to be made by any Borrower Party,
other than an Obligor, who is a party to any of the Aircraft Security Documents for that
Aircraft and/or any of the Aircraft Documents for that Aircraft (Relevant Borrower
Party) in the Facility Documents or any other document delivered by or on behalf of any
Borrower Party under or in connection with any Facility Document is or proves to have





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	 	 	 	been incorrect or misleading in any material respect when made or deemed to be made
unless (i) if that incorrectness or misleading nature is caused by a Specified Event
and can be corrected, such correction is made within ten (10) days of the Facility
Agent giving notice to the Borrower or any Obligor otherwise becoming aware of the
failure to comply, or (ii) if that incorrectness or misleading nature is not caused by
a Specified Event and can be corrected, such correction is made within thirty (30) days
of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming
aware of the failure to comply; or
	 
	 	(o)	 	a Relevant Borrower Party does not comply with any provision of the Facility
Documents unless (i) if that non-compliance is or is caused by a Specified Event and is
capable of remedy, that non-compliance is remedied within ten (10) days of the Facility
Agent giving notice to the Borrower or any Obligor otherwise becoming aware of that
non-compliance, or (ii) if that non-compliance is not and is not caused by a Specified
Event and is capable of remedy, that non-compliance is remedied within thirty (30) days
of the Facility Agent giving notice to the Borrower or any Obligor otherwise becoming
aware of that non-compliance; or
	 
	 	(p)	 	if that Aircraft is subject to an owner trust structure, the Owner Trustee for
that Aircraft repudiates a Facility Document or evidences an intention to repudiate a
Facility Document.






	 	 	Aircraft Manufacturer means in relation to an Aircraft the company identified as such in
Schedule 7.
	 
	 	 	Aircraft Mortgage means in relation to an Aircraft the mortgage over that Aircraft in the
Agreed Form between the Owner for that Aircraft and/or the Owner Trustee for that Aircraft
(as applicable) and the Security Trustee, together the Aircraft Mortgages.
	 
	 	 	Aircraft Security Documents means in relation to an Aircraft together:






	 	(a)	 	the Aircraft Mortgage for that Aircraft;
	 
	 	(b)	 	the Obligor Assignment for that Aircraft;
	 
	 	(c)	 	the Owner Trustee Assignment for that Aircraft (if any);
	 
	 	(d)	 	the Operator Notice and Acknowledgment for that Aircraft;
	 
	 	(e)	 	the Operator Guarantor Notice and Acknowledgment for that Aircraft (if any);
	 
	 	(f)	 	the Insurance Notice for that Aircraft;
	 
	 	(g)	 	the Owner Trustee Notice and Acknowledgment for that Aircraft (if any);
	 
	 	(h)	 	the Intermediate Lessor Notice and Acknowledgment for that Aircraft (if any);
	 
	 	(i)	 	each other notice and/or acknowledgment of assignment (if any) from time to time
issued pursuant to clause 5.6 or 5.7 of the Obligor Assignment for that Aircraft and/or
clause 5.5 or 5.6 of the Owner Trustee Assignment for that Aircraft (if any);
	 
	 	(j)	 	the Subordination Acknowledgment for that Aircraft (if any);
	 
	 	(k)	 	the Quiet Enjoyment Undertaking for that Aircraft (if any),






	 	 	and any other document designated as such by the Facility Agent and the Borrower,
individually an Aircraft Security Document.
	 
	 	 	Airframe means, in respect of an Aircraft, the airframe (except for the Engines) more
particularly identified in the Operating Lease for that Aircraft, including all Parts from
time to time





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	 	 	installed in or on the airframe and all Replacement Parts from time to time installed in or
on the airframe and all Parts which are for the time being detached from the airframe but
remain the property of the Owner for that Aircraft or the Owner Trustee for that Aircraft (as
applicable).
	 
	 	 	Airframe Warranties Agreement means in relation to an Aircraft the airframe warranties
agreement (if any) together with all (if any) notices, acknowledgments and consents related
thereto between the Airframe Manufacturer for that Aircraft, the Security Trustee and all or
any of the Lessor for that Aircraft, the Owner for that Aircraft and/or the Owner Trustee for
that Aircraft (as applicable), and the Operator for that Aircraft, together the Airframe
Warranties Agreements.
	 
	 	 	Applicable Law means all applicable:






	 	(a)	 	laws, bye-laws, statutes, decrees, acts, codes, legislation, treaties,
conventions and similar instruments and, in respect of any of the foregoing, any
instrument passed in substitution therefor or re-enactment thereof or for the purposes
of consolidation thereof with any other instrument or instruments;
	 
	 	(b)	 	final judgments, orders, determinations or awards of any court from which there
is no right of appeal or if there is a right of appeal that appeal is not prosecuted
within the allowable time; and
	 
	 	(c)	 	rules and regulations of any Government Entity.






	 	 	Applicable Sanction means any sanction issued pursuant to any United Nations Sanctions Order,
European Union imposed sanction, US Export Controls, the United Kingdom Export of Goods
(Control) Act 2002, the European Communities Act 1972 or any similar or corresponding
legislation then in effect in the Federal Republic of Germany, or any statutory modification
or re-enactment thereof or successor thereto (including orders, provisions or regulations
pursuant to any of the foregoing), together Applicable Sanctions.
	 
	 	 	Appraisal means in relation to an Aircraft:






	 	(a)	 	the Initial Appraisal for that Aircraft; and
	 
	 	(b)	 	each subsequent desktop appraisal of the Current Market Value for that Aircraft
produced by the Appraiser at least ten (10) Business Days before each LTVR Test Date
other than the first LTVR Test Date.






	 	 	Appraiser means Ascend or such other internationally recognised aircraft appraiser as may
from time to time be agreed by the Borrower and the Facility Agent.
	 
	 	 	Approved Change in Structure has the meaning given to that expression in the DPP.
	 
	 	 	Approved Hedging Agreement means a hedging agreement permitted or required by the Hedging
Policy in the form of an ISDA interest rate swap, cap, collar or other interest rate hedging
agreement in the Agreed Form between the Borrower and the Approved Hedging Provider,
including all schedules and confirmations whether written or oral, together the Approved
Hedging Agreements.
	 
	 	 	Approved Hedging Provider means HSH Nordbank AG or such other person, in its capacity as
hedging provider under an Approved Hedging Agreement, as may be agreed by the Borrower and
the Facility Agent, together the Approved Hedging Providers.
	 
	 	 	Authorisation means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.
	 
	 	 	Availability Period means the period from and including the date of this Agreement to and
including the date falling three (3) months after the date of this Agreement.




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	 	 	Available Amount means in relation to any Aircraft the amount which is equal to the LTVR
Ratio of the Current Market Value of that Aircraft as at the Utilisation Date in respect of
the Loan for that Aircraft.
	 
	 	 	Available Commitment means a Lender’s portion of the Total Available Commitments.
	 
	 	 	Available Facility means the aggregate for the time being of each Lender’s Available
Commitment.
	 
	 	 	Aviation Authority means in relation to an Aircraft the Government Entity which under the
laws of the State of Registration for that Aircraft has from time to time:






	 	(a)	 	control or supervision of civil aviation in the State of Registration; and/or
	 
	 	(b)	 	jurisdiction over the registration, airworthiness or operation of or other
similar matters relating to that Aircraft.






	 	 	Basel 2 Accord means the International Convergence of Capital Measurement and Capital
Standards, a Revised Framework published by the Basel Committee on Banking Supervision in
June 2004 in the form existing on the date of this Agreement.
	 
	 	 	Basel 2 Approach means in relation to any Lender either the Standardised Approach or the
relevant Internal Ratings Based Approach (each as defined in the Basel 2 Accord) adopted by
that Lender (or any of its Affiliates) for the purposes of implementing or complying with the
Basel 2 Accord.
	 
	 	 	Basel 2 Regulation means:






	 	(a)	 	any law or regulation implementing the Basel 2 Accord; or
	 
	 	(b)	 	any Basel 2 Approach adopted by any Lender.






	 	 	Beneficiaries means together the Finance Parties, the Hedging Providers and the Servicer,
individually a Beneficiary.
	 
	 	 	Bermuda ROC means the Bermuda Registrar of Companies.
	 
	 	 	Borrower Parties means together the Obligors, the Servicer, the Owner Trustees and the
Manager, individually a Borrower Party.
	 
	 	 	Break Costs means the amount (if any) by which:






	 	(a)	 	the interest which a Lender should have received for the period from the date of
receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day
of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal
amount or Unpaid Sum received been paid on the last day of that Interest Period;






	 	 	exceeds:






	 	(b)	 	the amount which that Lender would be able to obtain by placing an amount equal
to the principal amount or Unpaid Sum received by it on deposit with a leading bank in
the Relevant Interbank Market for a period starting on the Business Day following
receipt or recovery and ending on the last day of the current Interest Period.






	 	 	Business Day means a day (other than a Saturday or Sunday) on which banks are open for
general business in London, Paris, Frankfurt and New York City.
	 
	 	 	Cape Town Convention means together the Convention and the Protocol.





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	 	 	Centre of Administration means in relation to an Obligor its centre of administration for the
purposes of Article 4 of the Cape Town Convention.
	 
	 	 	Change in Structure has the meaning given to that expression in the DPP.
	 
	 	 	Collection Account means the account of the Borrower into which all payments under the
Operating Leases are paid, as detailed in the Accounts Pledge.
	 
	 	 	COMI means in relation to an Obligor its centre of main interest for the purposes of the
Insolvency Provisions.
	 
	 	 	Commitment means:






	 	(a)	 	in relation to an Original Lender, the amount set opposite its name under the
heading Commitment in Schedule 2 and the amount of any other Commitment transferred to
it under this Agreement; and
	 
	 	(b)	 	in relation to any other Lender, the amount of any Commitment transferred to it
under this Agreement,






	 	 	to the extent not cancelled, reduced or transferred by it under this Agreement.
	 
	 	 	Compulsory Acquisition means in relation to an Aircraft or an Engine requisition of title or
other compulsory acquisition of title (but excluding requisition for use or hire) of that
Aircraft or that Engine (as the case may be) by a Government Entity.
	 
	 	 	Consolidated Text means the Consolidated Text of the Convention and the Protocol referred to
in, and as set out in the Attachment to, Resolution No. 1 adopted by the Diplomatic
Conference held at Cape Town at which the Convention and the Protocol were opened for
signature.
	 
	 	 	Convention means the Convention on International Interests in Mobile Equipment opened for
signature on 16 November 2001 at Cape Town, South Africa.
	 
	 	 	Current Market Value means in relation to an Aircraft at any time the maintenance adjusted
current market value of that Aircraft as at the most recent 30 June to occur prior to that
time and taking into account the maintenance status of that Aircraft as at that 30 June (as
evidenced by the information concerning maintenance of the Aircraft provided to the Facility
Agent or any other Finance Party pursuant to any of the Facility Documents).
	 
	 	 	Default means an Event of Default or any event or circumstance specified in clause 18 which
would (with the expiry of a grace period, the giving of notice, the making of any
determination under the Facility Documents or any combination of any of the foregoing) be an
Event of Default.
	 
	 	 	Deregistration Power of Attorney means in relation to an Aircraft each deregistration power
of attorney (if any) issued by the Operator for that Aircraft in favour of the Lessor for
that Aircraft together with the deed of substitution in respect of each such deregistration
power of attorney in the Agreed Form issued by that Lessor in favour of the Security Trustee,
together the Deregistration Powers of Attorney.
	 
	 	 	Dollars and $ mean the lawful currency of the United States of America and in respect of all
payments to be made mean funds which are for same day settlement in the New York Clearing
House Interbank Payments System (or such other U.S. dollar funds as may at the relevant time
be customary for the settlement of international banking transactions denominated in U.S.
dollars).
	 
	 	 	DPP means the deed of proceeds and priorities in the Agreed Form between the Finance Parties,
the Initial Hedging Provider, the Borrower, the Principal Guarantor and the Manager pursuant
to which (amongst other things) the Security Trustee is appointed as security trustee





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	 	 	for the Beneficiaries and the application of proceeds of the security created under the
Facility Documents is determined.
	 
	 	 	Engine or Engines means in relation to an Aircraft:






	 	(a)	 	each of the engines identified as such in Schedule 7 whether or not from time to
time installed on the Airframe for that Aircraft or any other airframe unless and until
title thereto is transferred to the Owner for that Aircraft or the Owner Trustee for
that Aircraft (as applicable) in accordance with the requirements of the Operating Lease
for that Aircraft;
	 
	 	(b)	 	any replacement engine substituted therefor which becomes the property of the
Owner for that Aircraft or the Owner Trustee for that Aircraft (as applicable) in
accordance with the requirements of that Operating Lease;
	 
	 	(c)	 	insofar as the same belong to the Owner for that Aircraft or the Owner Trustee
for that Aircraft (as applicable), any and all Parts and Replacement Parts of whatever
nature from time to time relating to an engine referred to in paragraphs (a) and (b)
above, whether or not installed on or attached to that engine.






	 	 	Engine Manufacturer means in relation to an Aircraft the company identified as such in
Schedule 7.
	 
	 	 	Engine Warranties Agreement means in relation to an Aircraft the engine warranties agreement
(if any) together with all (if any) notices, acknowledgments and consents related thereto
between the Engine Manufacturer for that Aircraft, the Security Trustee and all or any of the
Lessor for that Aircraft, the Owner for that Aircraft and/or the Owner Trustee for that
Aircraft (as applicable), and the Operator for that Aircraft, together the Engine Warranties
Agreements.
	 
	 	 	Event of Default means






	 	(i)	 	any event or circumstance specified as such in clause 18; and
	 
	 	(ii)	 	any failure specified as such in clause 4.4 or 4.5.






	 	 	Facility means the term loan facility made available under this Agreement as described in
clause 2.
	 
	 	 	Facility Documents means together:






	 	(a)	 	this Agreement;
	 
	 	(b)	 	each Utilisation Request;
	 
	 	(c)	 	the DPP;
	 
	 	(d)	 	the Fee Letters;
	 
	 	(e)	 	each Accession Deed;
	 
	 	(f)	 	the Hedging Agreements;
	 
	 	(g)	 	the Management Agreement;
	 
	 	(h)	 	the General Security Documents;
	 
	 	(i)	 	the Aircraft Security Documents for all of the Aircraft,





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	 	 	and any other document designated as such by the Facility Agent and the Borrower,
individually a Facility Document.
	 
	 	 	Facility Office means the office or offices notified by a Lender to the Facility Agent in
writing on or before the date it becomes a Lender (or, following that date, by not less than
five Business Days’ written notice) as the office or offices through which it will perform
its obligations under this Agreement.
	 
	 	 	Fee Letter means each fee letter dated on or about the date of this Agreement in the Agreed
Form between a Representative and the Borrower setting out any of the fees referred to in
clause 11, together the Fee Letters.
	 
	 	 	Finance Party means the Facility Agent, the Security Trustee, an Arranger or a Lender,
together the Finance Parties.
	 
	 	 	Financial Indebtedness means any indebtedness for or in respect of:






	 	(a)	 	moneys borrowed;
	 
	 	(b)	 	any amount raised by acceptance under any acceptance credit facility or
dematerialised equivalent;
	 
	 	(c)	 	any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;
	 
	 	(d)	 	the amount of any liability in respect of any lease or hire purchase contract
which would, in accordance with US GAAP, be treated as a finance or capital lease;
	 
	 	(e)	 	receivables sold or discounted (other than any receivables to the extent they are
sold on a non-recourse basis);
	 
	 	(f)	 	any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing;
	 
	 	(g)	 	any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value of any
derivative transaction, only the marked to market value shall be taken into account);
	 
	 	(h)	 	any counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a bank or
financial institution; and
	 
	 	(i)	 	the amount of any liability in respect of any guarantee or indemnity for any of
the items referred to in paragraphs (a) to (h) above.






	 	 	General Mandatory Prepayment Event means in relation to an Aircraft:






	 	(a)	 	(i) the Servicing Agreement or any Facility Document other than the Aircraft
Security Documents is terminated or expires, (ii) the Servicing Agreement or any
Facility Document other than the Aircraft Security Documents ceases to be valid or
enforceable or otherwise in full force and effect in accordance with its terms, except
to the extent that the relevant invalidity or unenforceability was stated, by way of an
express provision in any of the legal opinions referred to in Schedule 3, to exist as at
the date of that legal opinion, or (iii) it is or becomes unlawful for an Obligor to
perform any of its obligations under the Servicing Agreement or any Facility Document
other than the Aircraft Security Documents and, in each case, the Servicing Agreement or
that Facility Document (as applicable) is not immediately replaced by an equivalent
document in the Agreed Form and between the same parties or such other parties as may be
approved by the Security Trustee; or





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	 	(b)	 	any consent, authorisation, licence, certificate or approval of or registration
with or declaration to any Government Entity required in connection with the Servicing
Agreement or any Facility Document other than the Aircraft Security Documents which is
material to the ability of any Obligor to perform its obligations under the Facility
Documents (including any authorisation required by that Obligor to authorise, or
required in connection with, the execution, delivery, validity, enforceability or
admissibility in evidence of the Servicing Agreement or those Facility Documents or the
performance by that Obligor of its obligations under the Facility Documents) is modified
in a manner unacceptable to the Facility Agent (acting reasonably) or is withheld, or is
revoked, suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases
to be in full force and effect, unless the same is rectified within ten (10) days of its
occurrence; or
	 
	 	(c)	 	any Security other than Permitted Security arises or is created over or with
respect to any of the assets, interests and rights over which Security is created by the
Facility Documents other than the Aircraft Security Documents by or through or as a
result of any act or omission of any person other than a Borrower Party and that
Security is not released as soon as practicable and in any event within thirty (30) days
after any Obligor becomes aware of that Security; or
	 
	 	(d)	 	the Manager ceases to be the manager under the Management Agreement unless
another person approved by the Security Trustee (in its absolute discretion) immediately
becomes the manager under the Management Agreement.






	 	 	General Security Documents means together:






	 	(a)	 	the Hedging Assignments;
	 
	 	(b)	 	the Hedging Provider Notices and Acknowledgments;
	 
	 	(c)	 	the Share Charges;
	 
	 	(d)	 	the Accounts Pledge;
	 
	 	(e)	 	the Servicing Assignment;
	 
	 	(f)	 	the Servicer Notice,






	 	 	and any other document designated as such by the Facility Agent and the Borrower,
individually a General Security Document.
	 
	 	 	GLS Recourse Party means any member of the Group whose obligations are guaranteed by the
Principal Guarantor or in respect of whose obligations any other person has recourse to the
Principal Guarantor, together the GLS Recourse Parties.
	 
	 	 	Government Entity means:






	 	(a)	 	any supra-national, national, state or local government or governmental entity;
	 
	 	(b)	 	any board, commission, department, division, courts or agency or political
sub-division thereof, howsoever constituted; and
	 
	 	(c)	 	any association, organisation or institution (international or otherwise) of
which any entity mentioned in paragraphs (a) and (b) above is a member or to whose
jurisdiction it is subject or in whose activities it is a participant.






	 	 	Group means the Principal Guarantor and its Subsidiaries for the time being including Genesis
Funding Limited and Genesis Acquisition Limited.





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	 	 	Guaranteed Financial Indebtedness means Financial Indebtedness of any person who is
guaranteed by the Principal Guarantor or in respect of whom any other person has recourse to
the Principal Guarantor.
	 
	 	 	Guarantors means together the Principal Guarantor, the Lessors and the Owners, individually
a Guarantor.
	 
	 	 	Hedging Agreements means together the Initial Hedging Agreement and each additional or
substitute Approved Hedging Agreement, individually a Hedging Agreement.
	 
	 	 	Hedging Assignments means together the Initial Hedging Assignment and each Additional Hedging
Assignment, individually a Hedging Assignment.
	 
	 	 	Hedging Policy means the hedging policy described in Schedule 4 to the DPP.
	 
	 	 	Hedging Provider Notices and Acknowledgments means together the Initial Hedging Provider
Notice and Acknowledgment and each Additional Hedging Provider Notice and Acknowledgment,
individually a Hedging Provider Notice and Acknowledgment.
	 
	 	 	Hedging Providers means together the Initial Hedging Provider and each other Approved Hedging
Provider, individually a Hedging Provider.
	 
	 	 	Holding Company means, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.
	 
	 	 	IFRS means international accounting standards within the meaning of the IAS Regulation
1606/2002 to the extent applicable to the relevant financial statements.
	 
	 	 	Initial Aircraft Documents means in relation to an Aircraft the documents identified as such
in Schedule 6 to the DPP.
	 
	 	 	Initial Appraisal means in relation to an Aircraft a desktop appraisal of the Current Market
Value for that Aircraft as at 30 June 2008 produced by the Appraiser prior to the first
Utilisation under this Agreement.
	 
	 	 	Initial Hedging Agreement means the ISDA Master Agreement and the schedule to the ISDA Master
Agreement dated on or about the date hereof and the confirmation in respect of a trade dated
on or about the date of the Utilisation Request, each between the Initial Hedging Provider
and the Borrower.
	 
	 	 	Initial Hedging Assignment means the hedging assignment in the Agreed Form between the
Borrower and the Security Trustee pursuant to which the Borrower assigns to the Security
Trustee its rights under the Initial Hedging Agreement.
	 
	 	 	Initial Hedging Provider means HSH Nordbank AG.
	 
	 	 	Initial Hedging Provider Notice and Acknowledgment means the notice and acknowledgment in the
Agreed Form between the Borrower, the Initial Hedging Provider and the Security Trustee
pursuant to which the Borrower notifies the Initial Hedging Provider of the assignment
effected to the Security Trustee pursuant to the Initial Hedging Assignment and the Initial
Hedging Provider acknowledges that notice and provides certain undertakings direct to the
Security Trustee.
	 
	 	 	Initial Lessors means together the companies listed in Part 4 of Schedule 1, individually an
Initial Lessor.
	 
	 	 	Initial Obligors means together the Borrower and the Principal Guarantor, individually an
Initial Obligor.





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	 	 	Initial Operating Lease means in relation to an Aircraft the lease identified as such in
Schedule 8.
	 
	 	 	Initial Operator means in relation to an Aircraft the company identified as such in Schedule
7.
	 
	 	 	Initial Operator Guarantee means in relation to an Aircraft the guarantee (if any) identified
as such in Schedule 8.
	 
	 	 	Initial Operator Guarantor means in relation to an Aircraft the company (if any) identified
as such in Schedule 7.
	 
	 	 	Initial Owner Trustees means together the companies listed in Part 5 of Schedule 1,
individually an Initial Owner Trustee.
	 
	 	 	Initial Owners means together the companies listed in Part 3 of Schedule 1, individually an
Initial Owner.
	 
	 	 	Initial State of Registration means in relation to an Aircraft the state or country
identified as such in Schedule 7.
	 
	 	 	Insolvency Event means any event or circumstance specified in clauses 18.5, 18.6, 18.7 and
18.8, together Insolvency Events.
	 
	 	 	Insolvency Provisions means the Cross-Border Insolvency Regulations 2006 (SI 2006/1030)
(Cross-Border Regulations) and the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on
insolvency proceedings (OJ 2000 L160/1) (Insolvency Regulation).
	 
	 	 	Insurance Assignment means in relation to an Aircraft together:






	 	(a)	 	the insurance assignment (if any) between the Operator for that Aircraft and the
Lessor for that Aircraft pursuant to which that Operator assigns to that Lessor its
rights under the Insurances for that Aircraft; and
	 
	 	(b)	 	the notice of assignment issued by that Operator pursuant to which it notifies
the Insurers for that Aircraft of the assignment in respect of the Insurances for that
Aircraft effected pursuant to the insurance assignment referred to in paragraph (a)
above,






	 	 	together the Insurance Assignments.
	 
	 	 	Insurance Notice means in relation to an Aircraft the notice in the Agreed Form issued by the
Security Trustee, the Lessor for that Aircraft, the Owner for that Aircraft (if different)
and the Owner Trustee for that Aircraft (if any) pursuant to which they notify the Insurers
for that Aircraft of the assignments in respect of the Insurances for that Aircraft effected
pursuant to the Obligor Assignment for that Aircraft and the Owner Trustee Assignment for
that Aircraft (if any), together the Insurance Notices.
	 
	 	 	Insurances means in relation to an Aircraft any and all contracts or policies of insurance
taken out in respect of that Aircraft or any part thereof and required to be effected and
maintained in accordance with this Agreement.
	 
	 	 	Insurer means in relation to an Aircraft each insurer and broker with whom the Insurances for
that Aircraft or any part thereof are placed from time to time.
	 
	 	 	Interest Period means, in relation to a Loan, each period determined in accordance with
clause 9 and, in relation to an Unpaid Sum, each period determined in accordance with
clause 8.3.
	 
	 	 	Intermediate Lease means in relation to an Aircraft which is subject to an intermediate lease
structure the aircraft lease agreement between the Owner for that Aircraft and/or the Owner
Trustee for that Aircraft (as applicable) and the Lessor for that Aircraft pursuant to which
that





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	 	 	Owner and/or that Owner Trustee (as applicable) agrees to lease that Aircraft to that Lessor,
together the Intermediate Leases.
	 
	 	 	Intermediate Lessor means each Lessor which is party to an Intermediate Lease as lessee.
	 
	 	 	Intermediate Lessor Notice and Acknowledgment means in relation to an Aircraft for which
there is an Intermediate Lease the notice and acknowledgment in the Agreed Form between the
Owner for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable), the
Lessor for that Aircraft and the Security Trustee pursuant to which that Owner and/or that
Owner Trustee (as applicable) notifies that Lessor of the assignment effected to the Security
Trustee pursuant to the Obligor Assignment for that Aircraft and/or the Owner Trustee
Assignment for that Aircraft (as applicable) and that Lessor acknowledges that notice and
provides certain undertakings direct to the Security Trustee, together the Intermediate
Lessor Notices and Acknowledgments.
	 
	 	 	Irish CRO means the Irish Companies Registration Office.
	 
	 	 	Lender means:






	 	(a)	 	any Original Lender; and
	 
	 	(b)	 	any bank, financial institution, trust, fund or other entity which has become a
Party in accordance with clause 22,






	 	 	which in each case has not ceased to be a Party in accordance with the terms of this
Agreement.
	 
	 	 	Lessee Event means:






	 	(a)	 	a Borrower Party does not comply with any provision of the Facility Documents or
the Servicing Agreement (other than those referred to in clause 18.1, clause 18.2.1 and
clause 18.2.2) and that non-compliance is or is caused by a Third Party Event; or
	 
	 	(b)	 	an Aircraft is operated in breach of any Applicable Law or Applicable Sanction as
a result of a Third Party Event (unless that breach is or results in an Aircraft
Mandatory Prepayment Event pursuant to paragraph (f)(2) of the definition thereof).






	 	 	Lessor Seller means Genesis Acquisition Limited.
	 
	 	 	Lessors means together each Initial Lessor and each Additional Obligor under an Approved
Change in Structure which leases an Aircraft to an Operator, individually a Lessor.
	 
	 	 	LIBOR means, in relation to any Loan:






	 	(a)	 	the applicable Screen Rate; or
	 
	 	(b)	 	(if no Screen Rate is available for Dollars for the Interest Period of that Loan)
the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to
the Facility Agent at its request quoted by the Reference Banks to leading banks in the
London interbank market,






	 	 	as of 11:00 am (London time) on the Quotation Day for the offering of deposits in Dollars and
for a period comparable to the Interest Period for that Loan.
	 
	 	 	Liquidity Reserve Account means the account of the Borrower into which the cash collateral
referred to in paragraph 4(h) of Part 1 of Schedule 3 is paid, as detailed in the Accounts
Pledge.
	 
	 	 	Loan means a loan made or to be made under the Facility or the principal amount outstanding
for the time being of that loan, each in respect of one Aircraft.





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	 	 	LTVR Ratio means:






	 	(a)	 	in relation to each LTVR Test Date or other date which occurs on or prior to the
date falling four (4) years after the end of the Availability Period, seventy five per
cent. (75%);
	 
	 	(b)	 	in relation to each LTVR Test Date or other date which occurs after the date
falling four (4) years after the end of the Availability Period, seventy per cent.
(70%).






	 	 	LTVR Test Date means each anniversary of the first Utilisation Date.
	 
	 	 	Majority Lenders has the meaning given to that expression in the DPP.
	 
	 	 	Management Agreement means the management agreement in the Agreed Form between the Borrower,
the Manager and the Security Trustee pursuant to which the Manager agrees to manage the
corporate affairs of the Borrower, the Lessors and the Owners.
	 
	 	 	Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in
accordance with Schedule 5.
	 
	 	 	Mandatory Prepayment Event means an Aircraft Mandatory Prepayment Event or a General
Mandatory Prepayment Event.
	 
	 	 	Margin means one point seven five per cent. (1.75%) per annum.
	 
	 	 	Material Adverse Effect means any event or circumstance (or combination of events or
circumstances) the effect of which is or will be materially adverse to:






	 	(a)	 	the ability of any Obligor to perform any of its obligations under or otherwise
to comply with the terms of the Facility Documents at the time and in the manner
stipulated therein; or
	 
	 	(b)	 	the validity or enforceability of, or the effectiveness or ranking of any
security granted or purporting to be granted pursuant to any of, the Facility Documents
or the rights or remedies of any Finance Party under any of the Facility Documents;






	 	 	Month means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:






	 	(a)	 	if the numerically corresponding day is not a Business Day, that period shall end
on the next Business Day in that calendar month in which that period is to end if there
is one, or if there is not, on the immediately preceding Business Day;
	 
	 	(b)	 	if there is no numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in that calendar month.






	 	 	The above exceptions only apply to the last Month of any period.
	 
	 	 	New Structure has the meaning given to that expression in the DPP.
	 
	 	 	Obligor Assignment means in relation to an Aircraft:






	 	(a)	 	the obligor assignment in the Agreed Form between the Lessor for that Aircraft
and the Security Trustee pursuant to which that Lessor assigns to the Security Trustee
its rights under (amongst other things) the Operating Lease for that Aircraft, the
Operator Guarantee for that Aircraft (if any), the Insurance Assignment for that
Aircraft (if any), the Trust Agreement for that Aircraft (if any) and the Insurances for
that Aircraft; and
	 
	 	(b)	 	in relation to an Aircraft for which there is an Intermediate Lease, the obligor
assignment in the Agreed Form between the Owner for that Aircraft and the Security
Trustee pursuant to which that Owner assigns to the Security Trustee its rights under
(amongst





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	 		 	other things) that Intermediate Lease, the Trust Agreement for that Aircraft (if any)
and the Insurances for that Aircraft,






	 	 	together the Obligor Assignments.
	 
	 	 	Obligors means together the Borrower and the Guarantors, individually an Obligor.
	 
	 	 	Off-Lease Period means in relation to an Aircraft any period during which no Operating Lease
for that Aircraft is in effect.
	 
	 	 	Operating Lease means in relation to an Aircraft the Initial Operating Lease for that
Aircraft or another aircraft lease agreement which complies with the Operating Lease
Requirements between the Lessor for that Aircraft and the Operator for that Aircraft pursuant
to which that Lessor leases that Aircraft to that Operator, together the Operating Leases.
	 
	 	 	Operating Lease Requirements has the meaning given to that expression in the DPP.
	 
	 	 	Operator means in relation to an Aircraft the Initial Operator for that Aircraft or another
operator which is a Qualified Operator, together the Operators.
	 
	 	 	Operator Guarantee means in relation to an Aircraft the Initial Operator Guarantee for that
Aircraft (if any) or another guarantee (if any) between the Lessor for that Aircraft and an
Operator Guarantor for that Aircraft pursuant to which that Operator Guarantor guarantees all
or certain of the obligations of the Operator for that Aircraft, together the Operator
Guarantees.
	 
	 	 	Operator Guarantor means in relation to an Aircraft the Initial Operator Guarantor for that
Aircraft (if any) or another operator guarantor for that Aircraft (if any), together the
Operator Guarantors.
	 
	 	 	Operator Guarantor Notice and Acknowledgment means in relation to an Aircraft which has the
benefit of an Operator Guarantee the notice and acknowledgment in the Agreed Form between the
Lessor for that Aircraft and/or the Owner Trustee for that Aircraft (as applicable), the
Operator Guarantor for that Aircraft and the Security Trustee pursuant to which that Lessor
and/or that Owner Trustee (as applicable) notifies that Operator Guarantor of the assignments
effected to the Security Trustee pursuant to the Obligor Assignment for that Aircraft and/or
the Owner Trustee Assignment for that Aircraft (as applicable) and that Operator Guarantor
acknowledges that notice and provides certain undertakings direct to the Security Trustee,
together the Operator Guarantor Notices and Acknowledgments.
	 
	 	 	Operator Notice and Acknowledgment means in relation to an Aircraft the notice and
acknowledgment in the Agreed Form between the Lessor for that Aircraft and/or the Owner
Trustee for that Aircraft (as applicable), the Operator for that Aircraft and the Security
Trustee pursuant to which that Lessor and/or that Owner Trustee (as applicable) notifies that
Operator of the assignments effected to the Security Trustee pursuant to the Obligor
Assignment for that Aircraft and/or the Owner Trustee Assignment for that Aircraft (as
applicable) and that Operator acknowledges that notice and provides certain undertakings
direct to the Security Trustee, together the Operator Notices and Acknowledgments.
	 
	 	 	Original Financial Statements means:






	 	(a)	 	in relation to the Principal Guarantor, the audited consolidated financial
statements of the Group for the financial year ended 31 December 2007; and
	 
	 	(b)	 	in relation to each other Obligor, its unaudited financial statements for its
financial year ended 31 May 2008.






	 	 	Owner Trustee Assignment means in relation to an Aircraft which is subject to an owner trust
structure the owner trustee assignment in the Agreed Form between the Owner Trustee for that
Aircraft and the Security Trustee pursuant to which that Owner Trustee assigns to the
Security Trustee its rights under (amongst other things) the Operating Lease for that
Aircraft, the





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	 	 	Operator Guarantee for that Aircraft (if any), the Insurance Assignment for that Aircraft (if
any) and the Insurances for that Aircraft, together the Owner Trustee Assignments.






	 	 	Owner Trustee Notice and Acknowledgment means in relation to an Aircraft which is subject to
an owner trust structure the notice and acknowledgment in the Agreed Form between the Owner
for that Aircraft, the Owner Trustee for that Aircraft and the Security Trustee pursuant to
which that Owner notifies that Owner Trustee of the assignment effected to the Security
Trustee pursuant to the Obligor Assignment for that Aircraft and that Owner Trustee
acknowledges that notice and provides certain undertakings direct to the Security Trustee,
together the Owner Trustee Notices and Acknowledgments.
	 
	 	 	Owner Trustees means together each Initial Owner Trustee and each other owner trustee in
respect of an Aircraft under an Approved Change in Structure which holds legal title to that
Aircraft on trust for the Owner for that Aircraft, individually an Owner Trustee.
	 
	 	 	Owners means together each Initial Owner and each Additional Obligor under an Approved Change
in Structure which is the legal and beneficial owner of an Aircraft or, in the case of an
Aircraft which is subject to an owner trust structure, the beneficial owner of that Aircraft,
individually an Owner.
	 
	 	 	Part means in relation to an Aircraft each module, appliance, part, accessory, instrument,
furnishing and other item of equipment of whatsoever nature, other than a complete Engine or
engine, which at any time of determination is incorporated or installed in or attached to the
Airframe for that Aircraft or any Engine for that Aircraft and title is vested in the Owner
for that Aircraft, or has been removed from that Airframe or any of those Engines but title
remains vested in that Owner.
	 
	 	 	Participating Member State means any member state of the European Union that adopts or has
adopted the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.
	 
	 	 	Party means a party to this Agreement.
	 
	 	 	Permitted Security means in relation to an Aircraft:






	 	(a)	 	any Security for Taxes if (i) such Taxes are not due and payable, or (ii) the
obligation to pay such Taxes is being contested in good faith by appropriate proceedings
and adequate reserves have been made therefor;
	 
	 	(b)	 	any repairer’s, carrier’s or hangar keeper’s, warehousemen’s, mechanic’s,
materialmen’s or employee’s Security or other equivalent Security in respect of that
Aircraft arising in the ordinary course of business by operation of law or any engine or
parts-pooling arrangements in respect of that Aircraft or other similar Security;
	 
	 	(c)	 	any Security for any air navigation authority, airport tending, gate or handling
(or similar) charges or levies arising in the ordinary course of business in respect of
that Aircraft;
	 
	 	(d)	 	any permitted lien or encumbrance as defined under the Operating Lease for that
Aircraft other than any such permitted lien or encumbrance which represents Security
created by or through an Obligor;
	 
	 	(e)	 	the respective rights of the parties under the Facility Documents;
	 
	 	(f)	 	Security arising out of any judgment or amount with respect to which an appeal or
proceeding for review is being prosecuted in good faith by appropriate proceedings
diligently conducted and with respect to which a stay of execution is in effect, and
such stay is effectively bonded;
	 
	 	(g)	 	deposits and other Security to secure the performance of bids, trade contracts
(other than for Financial Indebtedness), leases, letters of credit, statutory
obligations, surety and





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	 	 	 	appeal bonds, performance bonds and other obligations of a like nature in respect of
that Aircraft in the ordinary course of business, including with respect to the
repossession of that Aircraft or other enforcement action in respect of the Operating
Lease for that Aircraft;
	 
	 	(h)	 	any Security created by or through or arising from any debt or liabilities or any
act or omission of the Operator for that Aircraft in each case either in contravention
of the Operating Lease for that Aircraft (whether or not that Operating Lease has been
terminated) or without the consent of the Lessor for that Aircraft;
	 
	 	(i)	 	any Security of an Insurer for that Aircraft for salvage;
	 
	 	(j)	 	Security created as part of an Approved Change in Structure; and
	 
	 	(k)	 	any other Security with respect to that Aircraft not referred to in paragraphs
(a) to and including (j) above which could not reasonably be expected to have a Material
Adverse Effect and which does not secure debt, obligations and/or liabilities in excess
of individually the lesser of (i) $250,000, and (ii) 0.25% of the then Current Market
Value of that Aircraft.






	 	 	Permitted Sublease means in relation to an Aircraft an aircraft lease agreement which
complies with the Operating Lease Requirements between the Operator for that Aircraft and a
Permitted Sublessee for that Aircraft pursuant to which that Operator leases that Aircraft to
that Permitted Sublessee, together the Permitted Subleases.
	 
	 	 	Permitted Sublessee means in relation to an Aircraft an operator which is a Qualified
Operator, together the Permitted Sublessees.
	 
	 	 	Protocol means the Protocol to the Convention on Matters Specific to Aircraft Equipment
opened for signature on 16 November 2001 at Cape Town, South Africa.
	 
	 	 	Qualified Operator has the meaning given to that expression in the DPP.
	 
	 	 	Qualifying Lender means a person:






	 	(a)	 	(i) that is a body corporate, (ii) which, by virtue of the law of a Relevant
Territory, is resident for the purposes of tax in that Relevant Territory; and (iii) to
which the interest payments under this Agreement are not made in connection with a trade
or business carried on by such person through a branch or agency in Ireland; or
	 
	 	(b)	 	which is a bank carrying on a bona fide banking business in Ireland within the
meaning of Section 246(3)(a) of the Irish Taxes Consolidation Act 1997.






	 	 	Quiet Enjoyment Undertaking means in relation to an Aircraft a quiet enjoyment undertaking in
the Agreed Form from the Security Trustee and the Owner for that Aircraft and/or the Owner
Trustee for that Aircraft (as applicable) to the Operator for that Aircraft, together the
Quiet Enjoyment Undertakings.
	 
	 	 	Quotation Day means, in relation to any period for which an interest rate is to be
determined, two Business Days before the first day of that period unless market practice
differs in the Relevant Interbank Market in which case the Quotation Day will be determined
by the Facility Agent in accordance with market practice in the Relevant Interbank Market
(and if quotations would normally be given by leading banks in the Relevant Interbank Market
on more than one day, the Quotation Day will be the last of those days).
	 
	 	 	Reference Banks means the principal London offices of Citibank, N.A., Deutsche Bank AG and
JPMorgan Chase Bank, N.A. or such other banks as may be appointed by the Facility Agent in
consultation with the Borrower.
	 
	 	 	Relevant Interbank Market means the London interbank market.





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	 	 	Relevant Territory means either (a) a Member State of the European Community (other than
Ireland) or (b) a territory which has concluded a double-tax treaty with Ireland which has
force of law in Ireland and such relevant territory.
	 
	 	 	Repayment Amount means in relation to a Repayment Date and the Loan for an Aircraft the
amount listed opposite that Repayment Date in the third column of that Part of Schedule 9
which relates to that Loan.
	 
	 	 	Repayment Date means each of the dates listed in the first column of each Part of Schedule 9.
	 
	 	 	Repeating Representations means each of the representations set out in clause 19 other than
those set out in clauses 19.7, 19.8, 19.9, 19.11, 19.13, 19.14, 19.15 and 19.16.
	 
	 	 	Replacement Part means in relation to an Aircraft or an Engine any part installed on,
incorporated in or attached to that Aircraft or that Engine as a replacement part pursuant to
the provisions of the Operating Lease for that Aircraft or the Aircraft to which that Engine
relates (as applicable) and title to which has vested in the Owner for that Aircraft or the
Owner Trustee for that Aircraft (as applicable) in accordance with the requirements of that
Operating Lease.
	 
	 	 	Representatives means together the Facility Agent, the Security Trustee and the Arrangers,
individually a Representative.
	 
	 	 	Screen Rate means the British Bankers’ Association Interest Settlement Rate for Dollars for
the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed
page is replaced or service ceases to be available, the Facility Agent may specify another
page or service displaying the appropriate rate after consultation with the Borrower and the
Lenders.
	 
	 	 	Security means a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar effect.
	 
	 	 	Servicer means in relation to an Aircraft GE Commercial Aviation Services Limited and any
replacement servicer approved by the Security Trustee pursuant to paragraph (e) of the
definition of Aircraft Mandatory Prepayment Event.
	 
	 	 	Servicer Notice means the notice in the Agreed Form from the Borrower to the Servicer
pursuant to which the Borrower notifies the Servicer of the assignment effected to the
Security Trustee pursuant to the Servicing Assignment and any additional servicer notice
entered into pursuant to paragraph (e) of the definition of Aircraft Mandatory Prepayment
Event.
	 
	 	 	Servicer Payments has the meaning given to that expression in the DPP.
	 
	 	 	Servicer Report has the meaning given to that expression in the DPP.
	 
	 	 	Servicing Agreement means the servicing agreement in the Agreed Form between the Servicer and
the Borrower and any replacement servicing agreement approved by the Security Trustee
pursuant to paragraph (e) of the definition of Aircraft Mandatory Prepayment Event.
	 
	 	 	Servicing Assignment means the servicing agreement assignment in the Agreed Form between the
Borrower and the Security Trustee pursuant to which the Borrower assigns to the Security
Trustee its rights under the Servicing Agreement and any additional servicing assignment
entered into pursuant to paragraph (e) of the definition of Aircraft Mandatory Prepayment
Event.
	 
	 	 	Share Charge means in relation to the Borrower, a Lessor or an Owner a charge over all of the
            shares in the Borrower or that Lessor or that Owner (as applicable) in the Agreed Form
between the Shareholders of the Borrower or that Lessor or that Owner (as applicable) and the
Security Trustee, together the Share Charges.
	 
	 	 	Shareholders means:





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	 	(a)	 	in relation to each of the Lessors and the Owners, the Borrower;
	 
	 	(b)	 	in relation to the Borrower, the Principal Guarantor.






	 	 	Specified Event means:






	 	(a)	 	any breach by any Borrower Party of any of the provisions of clauses 8, 18 and 19
of the DPP and clauses 21.1, (other than as a result of involuntary insolvency
proceedings) 21.3 and 21.5 of this Agreement; or
	 
	 	(b)	 	the fraudulent or wilful misconduct or gross negligence of any Borrower Party
with respect to any aspect of the transactions contemplated by, or the performance of
any of its obligations under or any representation or warranty made or given by it
under, the Facility Documents.






	 	 	State of Registration means in relation to an Aircraft the Initial State of Registration for
that Aircraft or another state or country in which the Aircraft is registered which complies
with the requirements of clause 3.3 of the DPP.
	 
	 	 	Subordination Acknowledgment means in relation to an Aircraft a subordination acknowledgment
(if any) issued by a Permitted Sublessee for that Aircraft to the Security Trustee.
	 
	 	 	Subsidiary means any company or entity directly or indirectly controlled by another person,
for which purpose control means either the ownership of more than fifty per cent. (50%) of
the voting share capital (or equivalent right of ownership) of such company or entity or the
power to direct its policies and management whether by contract or otherwise.
	 
	 	 	Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same), and Taxes and Taxation shall be construed accordingly.
	 
	 	 	Technical Records means in relation to an Aircraft all technical data, manuals, computer
records, logbooks and other records required to be maintained pursuant to any Applicable Law
in relation to that Aircraft or any of its Engines or any of its Parts.
	 
	 	 	Termination Date means the date falling seven (7) years after the date of this Agreement.
	 
	 	 	Third Party Event means in relation to an Aircraft:






	 	(a)	 	any act or omission of the Operator for that Aircraft;
	 
	 	(b)	 	any act or omission of any other party (other than a Borrower Party or an
Affiliate of a Borrower Party) which has possession of that Aircraft or any of its
Engines for the purposes of repair, maintenance, modification or storage; or
	 
	 	(c)	 	any requisition, seizure or confiscation of that Aircraft by any Government
Entity,






	 	 	in each case, other than at the request or direction of a Borrower Party or an Affiliate of a
Borrower Party or as a result of any breach by a Borrower Party of any of its obligations
under the Transaction Documents to which it is a party and/or Applicable Law.
	 
	 	 	Total Commitments means the aggregate amount of the Commitments being two hundred and fifty
million Dollars ($250,000,000) at the date of this Agreement.
	 
	 	 	Total Available Commitments means the Total Commitments minus:






	 	(a)	 	the mark to market liability of the Borrower under the Initial Hedging Agreement
determined as at the date of the first Utilisation Request by reference to the first
Utilisation Date;





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	 	(b)	 	the amount of any outstanding Loans; and
	 
	 	(c)	 	in relation to any proposed Utilisation, the amount of any Loans that are due to
be made on or before the proposed Utilisation Date.






	 	 	Total Loss means in relation to an Aircraft, Airframe or Engine:






	 	(a)	 	its actual, constructive, compromised, arranged or agreed total loss (including
any damage thereto or requisition for use or hire which results in an insurance
settlement on the basis of a total loss); or
	 
	 	(b)	 	its destruction, damage beyond repair or being rendered permanently unfit for
normal use for any reason whatsoever; or
	 
	 	(c)	 	the requisition of title or other Compulsory Acquisition of that Aircraft,
Airframe or Engine by any Government Entity (whether de jure or de facto), but excluding
requisition for use or hire not involving requisition of title; or
	 
	 	(d)	 	the hi-jacking, theft, disappearance, confiscation, detention, seizure,
deprivation or requisition for use or hire of that Aircraft, Airframe or Engine which
deprives any person permitted by this Agreement to have possession and/or use of that
Aircraft, Airframe or Engine of its possession and/or use for more than one hundred and
eighty (180) consecutive days,






	 	 	and a Total Loss of an Aircraft shall be deemed to have occurred if a Total Loss occurs with
respect to its Airframe.
	 
	 	 	Total Loss Payment Date means in relation to a Total Loss the earlier of:






	 	(a)	 	one hundred and eighty (180) days after that Total Loss occurs; and
	 
	 	(b)	 	the date of receipt of the relevant Total Loss Proceeds.






	 	 	Total Loss Proceeds means in relation to an Aircraft the proceeds of the hull Insurances for
that Aircraft with respect to a Total Loss of that Aircraft or any compensation for the
Compulsory Acquisition of that Aircraft.
	 
	 	 	Transaction Documents means together the Facility Documents, the Servicing Agreement and the
Aircraft Documents, individually a Transaction Document.
	 
	 	 	Transfer Certificate means a certificate substantially in the form set out in Schedule 6 or
any other form agreed between the Facility Agent and the Borrower.
	 
	 	 	Transfer Date means, in relation to a transfer, the later of:






	 	(a)	 	the proposed Transfer Date specified in the Transfer Certificate; and
	 
	 	(b)	 	the date on which the Facility Agent executes the Transfer Certificate.






	 	 	Trust Agreement means in relation to an Aircraft which is subject to an owner trust structure
the trust agreement between the Owner Trustee for that Aircraft and the Lessor for that
Aircraft or the Owner for that Aircraft pursuant to which that Owner Trustee holds legal
title to that Aircraft on trust for that Lessor or that Owner (as applicable) as beneficiary,
together the Trust Agreements.
	 
	 	 	Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Facility
Documents.
	 
	 	 	US GAAP means generally accepted accounting principles in the United States of America
including IFRS.





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	 	 	Utilisation means a utilisation of the Facility.
	 
	 	 	Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan
is to be made.
	 
	 	 	Utilisation Request means a notice substantially in the form set out in Schedule 4.
	 
	 	 	VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax
of a similar nature.






	1.2	 	Construction
	 
	1.2.1	 	Unless a contrary indication appears, any reference in this Agreement to:






	 	(a)	 	any Party or any other person shall be construed so as to include its
successors in title, permitted assigns and permitted transferees;
	 
	 	(b)	 	assets includes present and future properties, revenues and rights of every
description;
	 
	 	(c)	 	a Facility Document or any other agreement or instrument is a reference to
that Facility Document or other agreement or instrument as amended, novated,
supplemented, extended or restated;
	 
	 	(d)	 	indebtedness includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(e)	 	a person includes any individual, firm, company, corporation, government,
state or agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality);
	 
	 	(f)	 	a regulation includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation;
	 
	 	(g)	 	including means including without limitation;
	 
	 	(h)	 	a provision of law is a reference to that provision as amended or
re-enacted;
	 
	 	(i)	 	a time of day is a reference to London time; and
	 
	 	(j)	 	a provision of the Cape Town Convention will, unless it is specifically
stated to be a reference to a provision of the Convention or, as the case may be, the
Protocol, be a reference, whether stated or not, to the relevant provision of the
Consolidated Text, and reference to any provision of the Consolidated Text shall
include a reference to the provision(s) of the Convention and/or the Protocol from
which such provision(s) is/are derived.






	1.2.2	 	Section, clause and schedule headings are for ease of reference only.
	 
	1.2.3	 	Unless a contrary indication appears, a term used in any other Facility Document or in any
notice given under or in connection with any Facility Document has the same meaning in that
Facility Document or notice as in this Agreement.
	 
	1.2.4	 	A Default (other than an Event of Default) is continuing if it has not been remedied or
waived and an Event of Default is continuing if it has not been remedied or waived.




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	1.3	 	Third party rights
	 
	 	 	A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce or enjoy the benefit of any term of this Agreement.
	 
	2	 	The Facility
	 
	2.1	 	The Facility
	 
	2.1.1	 	Subject to the terms of this Agreement, the Lenders make available to the Borrower a
Dollar term loan facility in an aggregate amount equal to the Total Commitments for
Utilisation during the Availability Period.
	 
	2.1.2	 	The Facility shall be utilised by up to eleven (11) Loans one in respect of each Aircraft.
	 
	2.2	 	Finance Parties’ rights and obligations
	 
	2.2.1	 	The obligations of each Finance Party under the Facility Documents are several. Failure
by a Finance Party to perform its obligations under the Facility Documents does not affect
the obligations of any other Party under the Facility Documents. No Finance Party is
responsible for the obligations of any other Finance Party under the Facility Documents.
	 
	2.2.2	 	The rights of each Finance Party under or in connection with the Facility Documents are
separate and independent rights and any debt arising under the Facility Documents to a
Finance Party from an Obligor shall be a separate and independent debt.
	 
	2.2.3	 	A Finance Party may, except as otherwise stated in the Facility Documents, separately
enforce its rights under the Facility Documents other than the General Security Documents and
the Aircraft Security Documents.
	 
	3	 	Purpose
	 
	3.1	 	Purpose
	 
	 	 	The Borrower shall apply the full amount of each Loan in or towards the refinancing of the
Aircraft to which that Loan relates.
	 
	3.2	 	Monitoring
	 
	 	 	No Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.
	 
	3.3	 	Borrower confirmation
	 
	 	 	The Borrower confirms that it is the beneficiary (within the meaning of Section 8 of the
German Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten
(Geldwäschegesetz)) for each part of each Loan made or to be made available to it. It will
promptly inform the Lenders (by written notice to the Facility Agent) if it is not, or ceases
to be, the beneficiary and will then set down in writing the name and the address of the
beneficiary.
	 
	4	 	Conditions of Utilisation
	 
	4.1	 	Conditions precedent to first Utilisation
	 
	 	 	The Borrower may not deliver any Utilisation Request unless the Facility Agent has received
all of the documents and other evidence listed in Part 1 of Schedule 3 in form and substance
satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the
Lenders promptly upon being so satisfied.





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	4.2	 	Conditions precedent to all Utilisations
	 
	 	 	The Borrower may not deliver a Utilisation Request in relation to an Aircraft unless the
Facility Agent has received all of the documents and other evidence listed in Part 2 of
Schedule 3 for that Aircraft in form and substance satisfactory to the Facility Agent. The
Facility Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
	 
	4.3	 	Further conditions precedent
	 
	 	 	The Lenders will only be obliged to comply with clause 5.4 if on the date of the Utilisation
Request and on the proposed Utilisation Date:
	 
	4.3.1	 	no Default is continuing or would result from the proposed Loan; and
	 
	4.3.2	 	all Repeating Representations to be made by each Obligor are true in all material respects.
	 
	4.4	 	Conditions subsequent
	 
	 	 	The Borrower shall provide to the Facility Agent all of the documents and other evidence
listed in Part 3 of Schedule 3 by the date indicated in Part 3 of Schedule 3 and failure to
do so shall constitute an immediate Event of Default.
	 
	4.5	 	Conditional Waivers
	 
	 	 	In the event that, notwithstanding that one or more conditions precedent (referred to in
clauses 4.1 to 4.3 above) are not satisfied when required, the Lenders (at their discretion)
agree to advance any Loan subject to conditions (specified by the Facility Agent to the
Borrower), then failure to satisfy such conditions by the date specified shall constitute an
immediate Event of Default.
	 
	5	 	Utilisation
	 
	5.1	 	Delivery of a Utilisation Request
	 
	 	 	The Borrower may draw down a Loan by delivering to the Facility Agent a duly completed
Utilisation Request for that Loan not later than 11:00 am (London time) three (3) Business
Days prior to the proposed Utilisation Date.
	 
	5.2	 	Completion of a Utilisation Request
	 
	5.2.1	 	Each Utilisation Request is irrevocable and will not be regarded as having been duly
completed unless:






	 	(a)	 	the proposed Utilisation Date is a Business Day within the Availability
Period;
	 
	 	(b)	 	the currency and amount of the Loan comply with clause 5.3; and
	 
	 	(c)	 	the Utilisation Request identifies the Aircraft to which the Loan relates.






	5.2.2	 	Any number of Loans may be requested in each Utilisation Request.
	 
	5.3	 	Currency and amount
	 
	5.3.1	 	The currency specified in a Utilisation Request must be Dollars.
	 
	5.3.2	 	The amount of any proposed Loan for an Aircraft must be not more than the lesser of the
Available Facility and the Available Amount for that Aircraft.





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	5.4	 	Lenders’ participation
	 
	5.4.1	 	If the conditions set out in this Agreement have been met, each Lender shall make its
participation in each Loan available by the Utilisation Date through its Facility Office.
	 
	5.4.2	 	The amount of each Lender’s participation in each Loan will be equal to the proportion
borne by its Available Commitment to the Available Facility immediately prior to making that
Loan.
	 
	5.4.3	 	The Facility Agent shall notify each Lender of the amount of each Loan and the amount of
its participation in that Loan by not later than 9:00 am (London time) two (2) Business Days
prior to the proposed Utilisation Date.
	 
	5.5	 	Cancellation of Commitment
	 
	 	 	The Total Commitments and each Lender’s Commitment shall be immediately cancelled at the end
of the Availability Period.
	 
	5.6	 	Replacement schedules
	 
	 	 	Promptly following each Utilisation Date, the Facility Agent shall produce schedules to
replace the schedules in Schedule 9 which will reflect the actual amount of the Loans and the
Total Available Commitments. Upon delivery of those replacement schedules to the Borrower,
those schedules shall be deemed for all purposes of the Facility Documents to replace the
then current schedules in Schedule 9.
	 
	6	 	Repayment
	 
	6.1	 	Repayment of Loans
	 
	 	 	The Borrower shall repay each of the Loans by instalments on each Repayment Date. The amount
of each such instalment for a Loan shall be the Repayment Amount for that Loan and that
Repayment Date.
	 
	6.2	 	Balloon
	 
	 	 	The Borrower shall repay in full the principal amount of all of the Loans then outstanding on
the Termination Date.
	 
	6.3	 	Reborrowing
	 
	 	 	The Borrower may not reborrow any part of any Loan which is repaid or prepaid.
	 
	7	 	Prepayment and cancellation
	 
	7.1	 	Illegality
	 
	 	 	If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its participation in any
Loan:
	 
	7.1.1	 	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;
	 
	7.1.2	 	upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be
immediately cancelled and the Total Commitments shall be reduced rateably; and
	 
	7.1.3	 	the Borrower shall repay that Lender’s participation in the Loans on the first Repayment
Date to occur after the Facility Agent has notified the Borrower or, if earlier, the date
specified by the Lender in the notice delivered to the Facility Agent (being no earlier than
the last day of any applicable grace period permitted by law).







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	7.2	 	Voluntary partial prepayment of Loans
	 
	7.2.1	 	The Borrower may, if it gives the Facility Agent not less than five (5) Business Days’ (or
such shorter period as the Majority Lenders may agree) prior notice, prepay on any Repayment
Date the whole or any part of any Loan (but, if in part, being an amount that reduces the
amount of that Loan by a minimum amount of two million Dollars ($2,000,000)).
	 
	7.2.2	 	A Loan may only be prepaid after the last day of the Availability Period (or, if earlier,
the day on which the Available Facility is zero).
	 
	7.3	 	Right of repayment and cancellation in relation to a single Lender
	 
	7.3.1	 	If:






	 	(a)	 	any sum payable to any Lender by an Obligor is required to be increased
under clause 12.2.3; or
	 
	 	(b)	 	any Lender claims indemnification from the Borrower under clause 12.3 or
clause 13,






	 	 	the Borrower may, whilst the circumstance giving rise to the requirement for indemnification
continues, give the Facility Agent notice of cancellation of the Commitment of that Lender
and its intention to repay that Lender’s participation in the Loans.
	 
	7.3.2	 	On receipt of a notice referred to in clause 7.3.1, the Commitment of that Lender shall
immediately be reduced to zero and the Total Commitments shall be reduced rateably.
	 
	7.3.3	 	On the first Repayment Date to occur after the Borrower has given notice under clause
7.3.1 (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall
repay that Lender’s participation in the Loans.
	 
	7.4	 	Mandatory prepayment and/or cancellation
	 
	7.4.1	 	If at any time a Total Loss occurs in relation to an Aircraft and:






	 	(a)	 	the Loan for that Aircraft has not been drawn down prior to that time, the
Available Amount for that Aircraft shall immediately be reduced to zero and the
Available Commitment of each Lender and the Total Available Commitments shall each be
reduced rateably;
	 
	 	(b)	 	the Loan for that Aircraft has been drawn down prior to that time, the Borrower
shall on the Total Loss Payment Date (i) prepay the Loan for that Aircraft, and (ii) pay
to the Facility Agent an amount equal to ten per cent. (10%) of the amount of that Loan
for application in accordance with clause 8.3 of the DPP.






	7.4.2	 	If at any time after the Loan for an Aircraft has been drawn down an Aircraft Mandatory
Prepayment Event occurs and is continuing in relation to an Aircraft, the Borrower shall
immediately:






	 	(a)	 	prepay the Loan for that Aircraft; and
	 
	 	(b)	 	pay to the Facility Agent an amount equal to ten per cent. (10%) of the amount of
that Loan for application in accordance with clause 8.3 of the DPP.






	7.4.3	 	If at any time a General Mandatory Prepayment Event occurs and is continuing:






	 	(c)	 	the Total Commitments and the Commitment of each Lender shall immediately be
cancelled; and
	 
	 	(d)	 	the Borrower shall immediately prepay all of the Loans.




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	7.4.4	 	If on any LTVR Test Date the total amount of all of the Loans as at the most recent 30
June exceeds the LTVR Ratio of the total amount of the Current Market Values for all of the
Aircraft as at that 30 June, the Borrower shall, on the Repayment Date immediately following
that LTVR Test Date, prepay an amount equal to the amount of that excess.
	 
	7.5	 	Voluntary prepayment of whole of Loan
	 
	 	 	Provided that no Default has occurred and is continuing (other than a Default caused solely
by the Operator of the relevant Aircraft), the Borrower may at any time after the Loan for an
Aircraft has been drawn down remove that Aircraft from the Facility by:
	 
	7.5.1	 	prepaying the Loan for that Aircraft; and
	 
	7.5.2	 	paying to the Facility Agent an amount equal to ten per cent. (10%) of the amount of that
Loan for application in accordance with clause 8.3 of the DPP.
	 
	 	 	A Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the
day on which the Available Facility is zero).
	 
	7.6	 	Restrictions and fees
	 
	7.6.1	 	All prepayments pursuant to this clause 7 other than a prepayment pursuant to clause 7.3
shall be applied in inverse order of maturity and otherwise in accordance with the relevant
provisions of the DPP. All prepayments pursuant to clause 7.3 shall be applied pro rata and
otherwise in accordance with the relevant provisions of the DPP.
	 
	7.6.2	 	If the Borrower elects or is required to prepay the whole or any part of any Loan pursuant
to any of the provisions of this clause 7 (other than clauses 7.1 and 7.3) on or prior to the
date falling two (2) years after the first day of the Availability Period, the Borrower shall
pay to the Facility Agent for the account of the Lenders (rateably in accordance with their
respective participations in the Loan being prepaid), in addition to any amounts payable by
the Borrower pursuant to clause 10.4 or any other provision of this Agreement, a fee in
Dollars equal to:






	 	(a)	 	if the prepayment is effected on or prior to the date falling one (1) year after
the first day of the Availability Period, two per cent. (2%) of the amount prepaid; or
	 
	 	(b)	 	if the prepayment is effected after the date falling one (1) year after the first
day of the Availability Period but on or prior to the date falling two (2) years after
the first day of the Availability Period, one per cent. (1%) of the amount prepaid.






	7.6.3	 	Any notice of cancellation or prepayment given by any Party under this clause 7 shall be
irrevocable and, unless a contrary indication appears in this Agreement, shall specify the
date or dates upon which the relevant cancellation or prepayment is to be made and the amount
of that cancellation or prepayment.
	 
	7.6.4	 	Any prepayment under this Agreement shall be made together with accrued interest, any fee
payable pursuant to clause 7.6.2, any amounts payable under clause 10.4 and all other amounts
then due and payable to the Finance Parties under the Facility Documents.
	 
	7.6.5	 	The Borrower may not reborrow any part of the Facility which is prepaid.
	 
	7.6.6	 	The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any
part of the Commitments and/or the Total Commitments except at the times and in the manner
expressly provided for in this Agreement.
	 
	7.6.7	 	No amount of the Total Commitments, the Commitments, the Total Available Commitments
and/or the Available Commitments cancelled under this Agreement may be subsequently
reinstated.




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	7.6.8	 	If the Facility Agent receives a notice under this clause 7 it shall promptly forward a
copy of that notice to either the Borrower or the affected Lender, as appropriate.
	 
	7.7	 	Replacement schedules
	 
	 	 	Promptly any prepayment pursuant to this clause 7, the Facility Agent shall if necessary
produce schedules to replace the schedules in Schedule 9 which reflect the actual amount of
the Loans and the Total Available Commitments. Upon delivery of those replacement schedules
to the Borrower, those schedules shall be deemed for all purposes of the Facility Documents
to replace the schedules in Schedule 9 as at the date of this Agreement (as replaced if
applicable pursuant to clause 5.6 and/or this clause 7.7).
	 
	7.8	 	Removal of Aircraft
	 
	7.8.1	 	If the Borrower elects or is required to prepay the whole of the Loan for an Aircraft
pursuant to any of the provisions of clause 7.4.1, clause 7.4.2 or clause 7.5, that Aircraft
shall cease to be an Aircraft for all purposes of the Facility Documents with effect from the
receipt by the Facility Agent of all amounts payable by the Borrower pursuant to the relevant
provisions of clause clause 7.4.1, clause 7.4.2 or clause 7.5 (as applicable) and clause
7.6.4 unless a Default has then occurred and is continuing (other than a Default caused
solely by the Operator of that Aircraft).
	 
	7.8.2	 	The Finance Parties shall cooperate in a timely manner with the Borrower and the Lessor
for the relevant Aircraft to give effect to the removal of that Aircraft from the Facility
pursuant to clause 7.8.1 and thereafter to release the Security created by the Aircraft
Security Documents for that Aircraft.
	 
	7.8.3	 	The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party
all costs and expenses (including legal fees) together with any applicable VAT reasonably
incurred by that Finance Party in cooperating pursuant to clause 7.8.2.
	 
	8	 	Interest
	 
	8.1	 	Calculation of interest
	 
	 	 	The rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:
	 
	8.1.1	 	Margin;
	 
	8.1.2	 	LIBOR; and
	 
	8.1.3	 	Mandatory Cost, if any.
	 
	8.2	 	Payment of interest
	 
	 	 	The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.
	 
	8.3	 	Default interest
	 
	8.3.1	 	If an Obligor fails to pay any amount payable by it under a Facility Document on its due
date, interest shall accrue on the overdue amount from the due date up to the date of actual
payment (both before and after judgment) at a rate which, subject to clause 8.3.2, is two per
cent. (2%) higher than the rate which would have been payable if the overdue amount had,
during the period of non-payment, constituted a Loan in the currency of the overdue amount
for successive Interest Periods, each of a duration selected by the Facility Agent (acting
reasonably). Any interest accruing under this clause 8.3 shall be immediately payable by the
relevant Obligor on demand by the Facility Agent.




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	8.3.2	 	If any overdue amount consists of all or part of a Loan which became due on a day which
was not the last day of an Interest Period relating to that Loan:






	 	(a)	 	the first Interest Period for that overdue amount shall have a duration
equal to the unexpired portion of the current Interest Period relating to that Loan;
and
	 
	 	(b)	 	the rate of interest applying to the overdue amount during that first
Interest Period shall be two per cent. (2%) higher than the rate which would have
applied if the overdue amount had not become due.






	8.3.3	 	Default interest (if unpaid) arising on an overdue amount will be compounded with the
overdue amount at the end of each Interest Period applicable to that overdue amount but will
remain immediately due and payable.
	 
	8.4	 	Notification of rates of interest
	 
	 	 	The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of
a rate of interest under this Agreement.
	 
	9	 	Interest Periods
	 
	9.1	 	The first Interest Period for a Loan shall start on (and include) its Utilisation Date and
end on (but exclude) the immediately succeeding Repayment Date. Each subsequent Interest
Period shall start on (and include) the last day of its preceding Interest Period and end on
(but exclude) the immediately succeeding Repayment Date.
	 
	9.2	 	An Interest Period for a Loan shall not extend beyond the Termination Date.
	 
	9.3	 	Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on
the last day of its preceding Interest Period.
	 
	10	 	Changes to the calculation of interest
	 
	10.1	 	Absence of quotations
	 
	 	 	Subject to clause 10.2, if LIBOR is to be determined by reference to the Reference Banks but
a Reference Bank does not supply a quotation by 11:00 am (London time) on the Quotation Day,
the applicable LIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.
	 
	10.2	 	Market disruption
	 
	10.2.1	 	If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the
rate of interest on each Lender’s share of that Loan for the Interest Period shall be the
percentage rate per annum which is the sum of:






	 	(a)	 	the Margin;
	 
	 	(b)	 	the rate notified to the Facility Agent by that Lender, as soon as
practicable and in any event before interest is due to be paid in respect of that
Interest Period, to be that which expresses as a percentage rate per annum the cost
to that Lender of funding its participation in that Loan from whatever source it may
reasonably select; and
	 
	 	(c)	 	the Mandatory Cost, if any, applicable to that Lender’s participation in
that Loan.






	10.2.2	 	In this Agreement Market Disruption Event means that:




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	 	(a)	 	at or about noon on the Quotation Day for the relevant Interest Period the
Screen Rate is not available and none or only one of the Reference Banks supplies a
rate to the Facility Agent to determine LIBOR for Dollars for the relevant Interest
Period; or
	 
	 	(b)	 	before close of business in London on the Quotation Day for the relevant
Interest Period, the Facility Agent receives notifications from a Lender or Lenders
that the cost to it or them of obtaining matching deposits in the Relevant Interbank
Market would be in excess of LIBOR.






	10.3	 	Alternative basis of interest or funding
	 
	10.3.1	 	If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the
Facility Agent and the Borrower shall enter into negotiations (for a period of not more than
thirty (30) days) with a view to agreeing a substitute basis for determining the rate of
interest.
	 
	10.3.2	 	Any alternative basis agreed pursuant to clause 10.3.1 shall, with the prior consent of all
the Lenders and the Borrower, be binding on all Parties.
	 
	10.4	 	Break Costs
	 
	10.4.1	 	The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum
being paid by the Borrower on a day other than the last day of an Interest Period for that
Loan or Unpaid Sum. Any amount payable by the Borrower under this clause 10.4.1 shall be in
addition to any amount payable by the Borrower under clause 14.2.
	 
	10.4.2	 	Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent,
provide a certificate confirming the amount of its Break Costs for any Interest Period in
which they accrue.
	 
	11	 	Fees
	 
	11.1	 	Commitment fee
	 
	11.1.1	 	The Borrower shall pay to the Facility Agent for the account of each Lender a fee at the
rate of zero point three seven five per cent. (0.375%) per annum as follows:






	 	(a)	 	with respect to the period from and including the date of this Agreement to but
excluding the first Utilisation Date, the fee shall be computed on that Lender’s
Commitment; and
	 
	 	(b)	 	with respect to the period from and including the first Utilisation Date to and
including the last day of the Availability Period, the fee shall be computed on that
Lender’s Available Commitment.






	11.1.2	 	The accrued commitment fee is payable on the last day of the Availability Period and, if
cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time
the cancellation is effective.
	 
	11.2	 	Arrangement fee
	 
	 	 	The Borrower shall pay to the Agent for the account of the Arrangers an arrangement fee in
the amount and at the times agreed in a Fee Letter.
	 
	11.3	 	Agency fee
	 
	 	 	The Borrower shall pay to the Facility Agent for its own account an agency fee in the amount
and at the times agreed in a Fee Letter.




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	12	 	Tax gross up and indemnities
	 
	12.1	 	Definitions
	 
	12.1.1	 	In this Agreement:
	 
	 	 	Protected Party means a Finance Party which is or will be subject to any liability, or
required to make any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a
Facility Document.
	 
	 	 	Tax Credit means a credit against, relief or remission for, or repayment of any Tax.
	 
	 	 	Tax Deduction means a deduction or withholding for or on account of Tax from a payment under
a Facility Document.
	 
	 	 	Tax Payment means either the increase in a payment made by an Obligor to a Finance Party
under clause 12.2 or a payment under clause 12.3.
	 
	12.1.2	 	Unless a contrary indication appears, in this clause 12 a reference to determines or
determined means a determination made in the absolute discretion of the person making the
determination.
	 
	12.2	 	Tax gross-up
	 
	12.2.1	 	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a
Tax Deduction is required by law.
	 
	12.2.2	 	The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction
(or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility
Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware
in respect of a payment payable to that Lender. If the Facility Agent receives such
notification from a Lender it shall notify the Borrower.
	 
	12.2.3	 	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment
due from that Obligor shall be increased to an amount which (after making any Tax Deduction)
leaves an amount equal to the payment which would have been due if no Tax Deduction had been
required.
	 
	12.2.4	 	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the time
allowed and in the minimum amount required by law.
	 
	12.2.5	 	Within thirty (30) days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to
the Facility Agent for the Finance Party entitled to the payment evidence reasonably
satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing authority.
	 
	12.2.6	 	An Obligor shall not be required to make an increased payment to a Lender under clause
12.2.3 in respect of a Tax Deduction if and to the extent that on the date on which the
payment falls due:






	 	(a)	 	that Tax Deduction is required by Irish law; and
	 
	 	(b)	 	that Tax Deduction is a deduction or withholding for or on account of Tax from a
payment of scheduled interest under this Agreement; and




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	 	(c)	 	that Lender is not a Qualifying Lender and the amount of that Tax Deduction
exceeds the amount of Tax Deduction (if any) that would have been imposed if that Lender
had been a Qualifying Lender,






	 	 	unless:






	 	(1)	 	that Lender is not a Qualifying Lender as a result of a change in or a change in
the interpretation of any Applicable Law of Ireland, in each case, after the date on
which it became a Lender under this Agreement; and/or
	 
	 	(2)	 	that Lender is not a Qualifying Lender because it has become a Lender and/or
changed its Facility Office at the request of or with the consent of any Obligor; and/or
	 
	 	(3)	 	that Lender became a Lender or ceased to be a Qualifying Lender after a notice
was issued pursuant to clause 18.14 of the Facility Agreement.






	12.2.7	 	Each Lender represents and warrants to the Borrower that, on the date on which it becomes a
Lender under this Agreement, it is a Qualifying Lender and is beneficially entitled to the
interest payable by the Borrower to it under this Agreement. Each Lender undertakes to notify
the Borrower if it becomes aware that it is no longer a Qualifying Lender.
	 
	12.3	 	Tax indemnity
	 
	12.3.1	 	The Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to
a Protected Party an amount equal to the loss, liability or cost which that Protected Party
determines will be or has been (directly or indirectly) suffered for or on account of Tax by
that Protected Party in respect of a Facility Document.
	 
	12.3.2	 	Clause 12.3.1 shall not apply:






	 	(a)	 	with respect to any Tax assessed on a Finance Party:






	 	(i)	 	under the law of the jurisdiction in which that Finance Party is
incorporated or, if different, the jurisdiction (or jurisdictions) in which that
Finance Party is treated as resident for tax purposes; or
	 
	 	(ii)	 	under the law of the jurisdiction in which that Finance Party’s
Facility Office is located in respect of amounts received or receivable in that
jurisdiction,






	 	 	 	if that Tax is imposed on or calculated by reference to the net income, profits or
gains received or receivable (but not any sum deemed to be received or receivable) by
that Finance Party; or
	 
	 	(b)	 	with respect to a Tax assessed on a Finance Party by a jurisdiction solely
as a result of that Finance Party being connected with that jurisdiction by virtue of
that Finance Party being treated, under the laws of that jurisdiction, as engaging or
having engaged in business in, having or having had an office, branch or permanent
establishment in, or being or having been a citizen or resident of, or present in, or
incorporated or created in or under the laws of, that jurisdiction, in each case,
except to the extent that such Tax is assessed as a result of that Finance Party
being connected with that jurisdiction as a consequence of the transactions
contemplated by the Facility Documents; or
	 
	 	(c)	 	to the extent that a loss, liability or cost is compensated for by an
increased payment under clause 12.2; or
	 
	 	(d)	 	with respect to Taxes which are imposed on or suffered by a Protected Party
as a result of the fraud, wilful misconduct or gross negligence of such Protected
Party; or
	 
	 	(e)	 	with respect to Taxes which would not have arisen but for a failure by a
Lender to file in a timely manner any relevant tax return, tax computation,
statement, document or




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	 	 	 	specifically identified claim form which such Lender was obliged to file by any
Applicable Law of its jurisdiction of incorporation or the jurisdiction of its
Facility Office or any other jurisdiction in which such Lender carries on business
and (in each such case) which such Lender was aware it was obliged by Applicable Law
to file, in each case, except to the extent that such failure results from any
Borrower Party’s failure to provide any information, documentation and/or cooperation
if and when reasonably requested to do so by such Lender; or
	 
	 	(f)	 	with respect to a loss, liability or cost which would have been compensated
by an increased payment under clause 12.2 but was not so compensated solely because
the exclusion in clause 12.2.6 applied.






	12.3.3	 	A Protected Party making or intending to make a claim under clause 12.3.1 shall promptly
notify the Facility Agent of the event which will give, or has given, rise to the claim,
following which the Facility Agent shall notify the Borrower.
	 
	12.3.4	 	A Protected Party shall, on receiving a payment from an Obligor under this clause 12.3,
notify the Facility Agent.
	 
	12.4	 	Tax Credit
	 
	 	 	If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
	 
	12.4.1	 	a Tax Credit is attributable either to an increased payment of which that Tax Payment forms
part or to that Tax Payment; and
	 
	12.4.2	 	that Finance Party has obtained, utilised and retained that Tax Credit,
	 
	 	 	the Finance Party shall pay an amount to the Obligor which that Finance Party determines will
leave it (after that payment) in the same after-Tax position as it would have been in had the
Tax Payment not been required to be made by the Obligor.
	 
	12.5	 	Stamp taxes
	 
	 	 	The Borrower shall pay and, within three (3) Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation to all stamp
duty, registration and other similar Taxes payable in respect of any Facility Document.
	 
	12.6	 	Value added tax
	 
	12.6.1	 	All amounts expressed to be payable under a Facility Document by any Party to a Finance
Party which (in whole or in part) constitute the consideration for VAT purposes shall be
deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly,
subject to clause 12.6.3, if VAT is chargeable on any supply made by any Finance Party to any
Party under a Facility Document, that Party shall pay to the Finance Party (in addition to
and at the same time as paying the consideration) an amount equal to the amount of the VAT
(and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).
	 
	12.6.2	 	If VAT is chargeable on any supply made by any Finance Party (the Supplier) to any other
Finance Party (the Recipient) under a Facility Document, and any Party (the Relevant Party)
is required by the terms of any Facility Document to pay an amount equal to the consideration
for such supply to the Supplier (rather than being required to reimburse the Recipient in
respect of that consideration), such Party shall also pay to the Supplier (in addition to and
at the same time as paying such amount) an amount equal to the amount of such VAT. The
Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment
from the relevant tax authority which it reasonably determines relates to the VAT chargeable
on that supply.
	 
	12.6.3	 	Where a Facility Document requires any Party to reimburse a Finance Party for any costs or
expenses, that Party shall also at the same time pay and indemnify the Finance Party against




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	 	 	all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that
the Finance Party reasonably determines that neither it nor any other member of any group of
which it is a member for VAT purposes is entitled to credit or repayment from the relevant
tax authority in respect of the VAT.
	 
	13	 	Increased costs
	 
	13.1	 	Increased Costs
	 
	 	 	If the result of:






	 	(a)	 	any change in, or in the interpretation or application of, or any replacement of,
the Basel 2 Accord or the introduction of any law, regulation, request or requirement
(whether or not having the force of law, but, if not having the force of law, with which
the relevant Lender or, as the case may be, its Affiliate is required to comply) in
relation to the Basel 2 Accord (each a Basel 2 Change of Law); or
	 
	 	(b)	 	any change in, or in the interpretation or application of, or the introduction
of, any other law, regulation, request or requirement (whether or not having the force
of law, but, if not having the force of law, with which the relevant Lender or, as the
case may be, its Affiliate is required to comply), including those relating to Taxation,
capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits
(each a General Change of Law); or
	 
	 	(c)	 	any change in, or in the interpretation or application of, or the replacement of,
the relevant Lender’s Basel 2 Approach (each a Change of Basel 2 Approach),






	 	 	is to:
	 
	13.1.1	 	subject the relevant Lender (for the purposes of this clause 13 each such Lender shall be
an Affected Lender) to Tax or change the basis of Taxation of such Affected Lender with
respect to any payment under this Agreement or any other Facility Document (other than, for
the purposes of this clause 13, Tax or Taxation on the net income, profits or gains of any
Affected Lender imposed in the jurisdiction in which its principal or lending office under
this Agreement is located); and/or
	 
	13.1.2	 	increase the cost to, or impose an additional cost on, any Affected Lender or any of its
Affiliates in making or keeping available all or part of the Commitment of such Affected
Lender or maintaining or funding all or part of such Affected Lender’s participation in the
Loans; and/or
	 
	13.1.3	 	reduce the amount payable to or the effective return on equity of any Affected Lender under
this Agreement; and/or
	 
	13.1.4	 	reduce the rate of return of any Affected Lender or any of its Affiliates on its overall
capital by reason of a change in the manner in which it is required to allocate capital
resources to such Affected Lender’s obligations under this Agreement; and/or
	 
	13.1.5	 	require any Affected Lender or any of its Affiliates to make a payment or forego a return
calculated by reference to or on any amount received or receivable by such Affected Lender
under this Agreement or any other Facility Document; and/or
	 
	13.1.6	 	cause any Affected Lender or any of its Affiliates to incur or sustain a loss (including a
loss of future potential profits) by reason of being obliged to deduct all or part of the
Commitment or participation in the Loans of such Affected Lender from its capital for
regulatory purposes,
	 
	 	 	then and in each such case (but subject to clause 13.2):






	 	(a)	 	such Affected Lender shall notify the Borrower through the Facility Agent
in writing of such event promptly upon its becoming aware of the same; and




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	 	(b)	 	the Borrower shall on demand, made at any time whether or not such Affected
Lender’s participations in the Loans have been repaid, pay to the Facility Agent for
the account of such Affected Lender the amount which such Affected Lender specifies
(in a certificate setting forth the basis of the computation of such amount but not
including any matters which such Affected Lender or its Affiliate regards as
confidential) is required to compensate on an after-tax basis such Affected Lender
and/or its Affiliate for such liability to Taxes, increased or additional cost,
reduction, payment, forgone return or loss.






	13.2	 	Exceptions
	 
	 	 	Nothing in clause 13 shall entitle any Lender to receive any amount in respect of
compensation for any such liability to Tax, increased or additional cost, reduction, payment,
forgone return or loss to the extent that the same:
	 
	13.2.1	 	is the subject of an additional payment under clause 12; or
	 
	13.2.2	 	in the case of a General Change of Law, is attributable to the Basel 2 Accord in the form
existing on the date of this Agreement; or
	 
	13.2.3	 	in the case of a Change of Basel 2 Approach, is not attributable to a Basel 2 Change of
Law; or
	 
	13.2.4	 	directly results from (i) a breach by the applicable Lender of its express obligations
under this Agreement or any other Facility Document, other than any breach which arises as a
consequence of any act or omission of any Obligor, or (ii) from a wilful breach by the
applicable Lender of any Applicable Law; or
	 
	13.2.5	 	is compensated for by the payment of Mandatory Cost.
	 
	14	 	Other indemnities
	 
	14.1	 	Currency indemnity
	 
	14.1.1	 	If any sum due from an Obligor under the Facility Documents (a Sum), or any order, judgment
or award given or made in relation to a Sum, has to be converted from the currency (the First
Currency) in which that Sum is payable into another currency (the Second Currency) for the
purpose of:






	 	(a)	 	making or filing a claim or proof against that Obligor;
	 
	 	(b)	 	obtaining or enforcing an order, judgment or award in relation to any
litigation or arbitration proceedings,






	 	 	that Obligor shall as an independent obligation, within three (3) Business Days of demand,
indemnify each Finance Party to whom that Sum is due against any cost, loss or liability
arising out of or as a result of the conversion including any discrepancy between (A) the
rate of exchange used to convert that Sum from the First Currency into the Second Currency
and (B) the rate or rates of exchange available to that person at the time of its receipt of
that Sum.
	 
	14.1.2	 	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the
Facility Documents in a currency or currency unit other than that in which it is expressed to
be payable.
	 
	14.2	 	Other indemnities
	 
	 	 	The Borrower shall (or shall procure that an Obligor will), within three (3) Business Days of
demand, indemnify each Finance Party against any cost, loss or liability incurred by that
Finance Party as a result of:




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	14.2.1	 	the occurrence of any Event of Default;
	 
	14.2.2	 	a failure by an Obligor to pay any amount due under a Facility Document on its due date,
including any cost, loss or liability arising as a result of clause 8.6 of the DPP;
	 
	14.2.3	 	funding, or making arrangements to fund, its participation in a Loan requested by the
Borrower in a Utilisation Request but not made by reason of the operation of any one or more
of the provisions of this Agreement (other than by reason of default or negligence by that
Lender alone); or
	 
	14.2.4	 	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment
given by the Borrower.
	 
	14.3	 	Indemnity to the Facility Agent
	 
	 	 	The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability
incurred by the Facility Agent (acting reasonably) as a result of:
	 
	14.3.1	 	investigating any event which it reasonably believes is a Default; or
	 
	14.3.2	 	acting or relying on any notice, request or instruction which it reasonably believes to be
genuine, correct and appropriately authorised.
	 
	15	 	Mitigation by the Lenders
	 
	15.1	 	Mitigation
	 
	15.1.1	 	Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount becoming payable
under or pursuant to, or cancelled pursuant to, any of clause 7.1, clause 12, clause 13 or
paragraph 3 of Schedule 5 including (but not limited to) transferring its rights and
obligations under the Facility Documents to another Affiliate or Facility Office.
	 
	15.1.2	 	Clause 15.1.1 does not in any way limit the obligations of any Obligor under the Facility
Documents.
	 
	15.2	 	Limitation of liability
	 
	15.2.1	 	The Borrower shall indemnify each Finance Party for all costs and expenses reasonably
incurred by that Finance Party as a result of steps taken by it under clause 15.1.
	 
	15.2.2	 	A Finance Party is not obliged to take any steps under clause 15.1 if, in the opinion of
that Finance Party (acting reasonably), to do so might be prejudicial to it.
	 
	16	 	Costs and expenses
	 
	16.1	 	Transaction expenses
	 
	 	 	The Principal Guarantor shall promptly on demand pay the Representatives the amount of all
costs and expenses (including legal fees) together with any applicable VAT reasonably
incurred by any of them in connection with the negotiation, preparation, printing and
execution of:
	 
	16.1.1	 	the Transaction Documents; and
	 
	16.1.2	 	any other Transaction Documents executed on or after the date of this Agreement.




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	16.2	 	Amendment costs
	 
	 	 	If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required
pursuant to clause 26.9, the Borrower shall, within three (3) Business Days of demand,
reimburse the Facility Agent for the amount of all costs and expenses (including legal fees)
together with any applicable VAT reasonably incurred by the Facility Agent in responding to,
evaluating, negotiating or complying with that request or requirement.
	 
	16.3	 	Enforcement costs
	 
	 	 	The Borrower shall, within three (3) Business Days of demand, pay to each Finance Party the
amount of all and any Losses other than Taxes including all reasonable expenses referable to
the cost of management time reasonably and properly incurred by any of the Representatives or
any Receiver or any agent or other person appointed by a Representative or a Receiver
together with any applicable VAT incurred by that Finance Party:






	 	(a)	 	in contemplation of or otherwise in connection with the enforcement or attempted
enforcement of any rights under any of the Facility Documents at any time when a Default
has occurred and is continuing;
	 
	 	(b)	 	in the preservation or attempted preservation of any rights under any of the
Facility Documents;
	 
	 	(c)	 	in preventing or attempting to prevent the arrest, confiscation, seizure, taking
in execution, impounding, forfeiture or detention of any of the Aircraft or in securing
the release of any of the Aircraft from arrest, confiscation, seizure, taking in
execution, impounding, forfeiture or detention,






	17	 	Guarantee and indemnity
	 
	17.1	 	Guarantee and indemnity
	 
	 	 	Each Guarantor irrevocably and unconditionally jointly and severally:
	 
	17.1.1	 	guarantees to each Finance Party punctual performance by the Borrower of all the Borrower’s
obligations under the Facility Documents;
	 
	17.1.2	 	undertakes with each Finance Party that whenever the Borrower does not pay any amount when
due under or in connection with any Facility Document, that Guarantor shall immediately on
demand pay that amount as if it was the principal obligor; and
	 
	17.1.3	 	indemnifies each Finance Party immediately on demand against any cost, loss or liability
suffered by that Finance Party if any obligation guaranteed by it is or becomes
unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal
to the amount which that Finance Party would otherwise have been entitled to recover.
	 
	17.2	 	Continuing guarantee
	 
	 	 	This guarantee is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Facility Documents, regardless of any intermediate payment
or discharge in whole or in part.
	 
	17.3	 	Reinstatement
	 
	 	 	If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of
the obligations of any Obligor or any security for those obligations or otherwise) is avoided
or reduced as a result of insolvency or any similar event:




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	17.3.1	 	the liability of each Obligor shall continue as if the payment, discharge, avoidance or
reduction had not occurred; and
	 
	17.3.2	 	each Finance Party shall be entitled to recover the value or amount of that security or
payment from each Obligor, as if the payment, discharge, avoidance or reduction had not
occurred.
	 
	17.4	 	Waiver of defences
	 
	 	 	The obligations of each Guarantor under this clause 17 will not be affected by an act,
omission, matter or thing which, but for this clause 17, would reduce, release or prejudice
any of its obligations under this clause 17 (without limitation and whether or not known to
it or any Finance Party) including:
	 
	17.4.1	 	any time, waiver or consent granted to, or composition with, any Obligor or other person;
	 
	17.4.2	 	the release of any other Obligor or any other person under the terms of any composition or
arrangement with any creditor of any member of the Group;
	 
	17.4.3	 	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect
to perfect, take up or enforce, any rights against, or security over assets of, any Obligor
or other person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full value of any
security;
	 
	17.4.4	 	any incapacity or lack of power, authority or legal personality of or dissolution or change
in the members or status of an Obligor or any other person;
	 
	17.4.5	 	any amendment, novation, supplement, extension, restatement (however fundamental and
whether or not more onerous) or replacement of any Facility Document or any other document or
security including any change in the purpose of, any extension of or any increase in any
facility or the addition of any new facility under any Facility Document or other document or
security;
	 
	17.4.6	 	any unenforceability, illegality or invalidity of any obligation of any person under any
Facility Document or any other document or security; or
	 
	17.4.7	 	any insolvency or similar proceedings.
	 
	17.5	 	Immediate recourse
	 
	 	 	Each Guarantor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security or
claim payment from any person before claiming from that Guarantor under this clause 17. This
waiver applies irrespective of any law or any provision of a Facility Document to the
contrary.
	 
	17.6	 	Appropriations
	 
	 	 	Until all amounts which may be or become payable by the Obligors under or in connection with
the Facility Documents have been irrevocably paid in full, each Finance Party (or any trustee
or agent on its behalf) may:
	 
	17.6.1	 	refrain from applying or enforcing any other moneys, security or rights held or received by
that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or
apply and enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
	 
	17.6.2	 	hold in an interest-bearing suspense account any moneys received from any Guarantor or on
account of any Guarantor’s liability under this clause 17.




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	17.7	 	Deferral of Guarantors’ rights
	 
	 	 	Until all amounts which may be or become payable by the Obligors under or in connection with
the Facility Documents have been irrevocably paid in full and unless the Facility Agent
otherwise directs, no Guarantor will exercise any rights which it may have by reason of
performance by it of its obligations under the Facility Documents:
	 
	17.7.1	 	to be indemnified by an Obligor;
	 
	17.7.2	 	to claim any contribution from any other guarantor of any Obligor’s obligations under the
Facility Documents; and/or
	 
	17.7.3	 	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of
any rights of the Finance Parties under the Facility Documents or of any other guarantee or
security taken pursuant to, or in connection with, the Facility Documents by any Finance
Party.
	 
	 	 	If a Guarantor receives any benefit, payment or distribution in relation to such rights it
will promptly pay an equal amount to the Facility Agent for application in accordance with
clause 26. This only applies until all amounts which may be or become payable by the
Obligors under or in connection with the Facility Documents have been irrevocably paid in
full.
	 
	17.8	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.
	 
	18	 	Events of Default
	 
	 	 	Each of the events or circumstances set out in this clause 18 is an Event of Default (save
for clause 18.14).
	 
	18.1	 	Non-payment
	 
	 	 	An Obligor does not pay on the due date any amount payable pursuant to a Facility Document at
the place at and in the currency in which it is expressed to be payable unless payment is
made within five (5) Business Days of its due date.
	 
	18.2	 	Other obligations
	 
	18.2.1	 	An Obligor does not comply with the provisions of clause 4.4 of this Agreement or clause
7.2.3 or clause 7.2.4 of the DPP.
	 
	18.2.2	 	An Obligor does not comply with any provision of the Facility Documents or the Servicing
Agreement (other than those referred to in clause 18.1 and clause 18.2.1) and, in each case,
that non-compliance:






	 	(a)	 	is or is caused by a Specified Event; and
	 
	 	(b)	 	if it is capable of remedy, is not remedied within ten (10) days of the Facility
Agent giving notice to the Borrower or any Obligor otherwise becoming aware of that
non-compliance.






	18.2.3	 	An Obligor does not comply with any provision of the Facility Documents or the Servicing
Agreement (other than those referred to in clause 18.1, clause 18.2.1 and clause 18.2.2) and,
in each case, that non-compliance:






	 	(a)	 	is not and is not caused by a Third Party Event; and




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	 	(b)	 	is not an Aircraft Mandatory Prepayment Event and/or a General Mandatory
Prepayment Event; and
	 
	 	(c)	 	if it is capable of remedy, is not remedied within thirty (30) days of the
Facility Agent giving notice to the Borrower or any Obligor otherwise becoming aware of
that non-compliance.






	18.3	 	Misrepresentation
	 
	18.3.1	 	Any representation or statement made or deemed to be made by any Obligor in the Facility
Documents or any other document delivered by or on behalf of any Obligor under or in
connection with any Facility Document is or proves to have been incorrect or misleading in
any material respect when made or deemed to be made.
	 
	18.3.2	 	No Event of Default which is or is caused by a Specified Event will occur under clause
18.3.1 if such representation or warranty can be corrected and such correction is not made
within ten (10) days of the Facility Agent giving notice to the Borrower or any Obligor
otherwise becoming aware of the failure to comply.
	 
	18.3.3	 	No other Event of Default will occur under clause 18.3.1 if such representation or warranty
can be corrected and such correction is not made within thirty (30) days of the Facility
Agent giving notice to the Borrower or any Obligor otherwise becoming aware of the failure to
comply.
	 
	18.4	 	Cross default
	 
	18.4.1	 	Any Financial Indebtedness of any Obligor or any GLS Recourse Party or any Guaranteed
Financial Indebtedness is not paid when due nor within any originally applicable grace
period.
	 
	18.4.2	 	Any Financial Indebtedness of any Obligor or any GLS Recourse Party or any Guaranteed
Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its
specified maturity as a result of an event of default (however described).
	 
	18.4.3	 	Any commitment for any Financial Indebtedness of any Obligor or any GLS Recourse Party or
any Guaranteed Financial Indebtedness is cancelled or suspended by a creditor as a result of
an event of default (however described).
	 
	18.4.4	 	Any creditor becomes entitled to declare any Financial Indebtedness of any Obligor or any
GLS Recourse Party or any Guaranteed Financial Indebtedness due and payable prior to its
specified maturity as a result of an event of default (however described).
	 
	18.4.5	 	No Event of Default will occur under this clause 18.4 if the aggregate amount of Financial
Indebtedness, Guaranteed Financial Indebtedness, commitment for Financial Indebtedness or
commitment for Guaranteed Financial Indebtedness falling within clauses 18.4.1 to 18.4.4 is
less than ten million Dollars ($10,000,000) (or its equivalent in any other currency or
currencies).
	 
	18.5	 	Insolvency
	 
	18.5.1	 	An Obligor or a GLS Recourse Party is unable or admits inability to pay its debts as they
fall due, suspends making payments on any of its debts or, by reason of actual or anticipated
financial difficulties, commences negotiations with one or more of its creditors with a view
to rescheduling any of its indebtedness.
	 
	18.5.2	 	The value of the assets of any Obligor or any GLS Recourse Party is less than its
liabilities (taking into account contingent and prospective liabilities).
	 
	18.5.3	 	A moratorium is declared in respect of any indebtedness of any Obligor or any GLS Recourse
Party.




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	18.6	 	Insolvency proceedings
	 
	18.6.1	 	Any corporate action, legal proceedings or other procedure or step is taken in relation to:






	 	(a)	 	the suspension of payments, a moratorium of any indebtedness, winding-up,
dissolution, administration or reorganisation (by way of voluntary arrangement,
scheme of arrangement or otherwise) of any Obligor or any GLS Recourse Party other
than a solvent liquidation or reorganisation of any Obligor or any GLS Recourse
Party;
	 
	 	(b)	 	a composition, compromise, assignment or arrangement with any creditor of
any Obligor or any GLS Recourse Party;
	 
	 	(c)	 	the appointment of a liquidator, receiver, administrative receiver,
administrator, compulsory manager or other similar officer in respect of any Obligor
or any GLS Recourse Party or any of their respective assets; or
	 
	 	(d)	 	enforcement of any Security over any assets of any Obligor or any GLS
Recourse Party,






	 	 	or any analogous procedure or step is taken in any jurisdiction.
	 
	18.6.2	 	No Event of Default will occur under clause 18.6.1 if:






	 	(a)	 	the relevant legal proceedings or procedure is taken by a person who is not
an Obligor or a GLS Recourse Party; and
	 
	 	(b)	 	the Borrower demonstrates to the Facility Agent that the relevant legal
proceedings or procedure is without merit and is being diligently contested in good
faith and on reasonable grounds; and
	 
	 	(c)	 	the legal proceedings or procedure is dismissed or reversed within thirty
(30) days.






	18.7	 	Creditors’ process
	 
	18.7.1	 	Any expropriation, attachment, sequestration, distress or execution (each a Distress)
affects any asset or assets of any Obligor or any GLS Recourse Party.
	 
	18.7.2	 	No Event of Default will occur under clause 18.7.1 if:






	 	(a)	 	the Distress is levied by a person who is not an Obligor or a GLS Recourse
Party; and
	 
	 	(b)	 	the Borrower demonstrates to the Facility Agent that the Distress is
without merit and is being diligently contested in good faith and on reasonable
grounds; and
	 
	 	(c)	 	the Distress is dismissed or reversed within thirty (30) days.






	18.8	 	Examinership
	 
	 	 	In relation to any member of the Group which may become subject to Irish examinership, an
examiner is appointed or any corporate action, legal proceedings or other procedure or step
is taken under or in contemplation of examinership in relation to:
	 
	18.8.1	 	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution,
administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of that member of the Group;
	 
	18.8.2	 	a composition, compromise, assignment or arrangement with any creditor of that member of
the Group;




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	18.8.3	 	the appointment of a liquidator, receiver, examiner or other similar officer in respect of
that member of the Group; or
	 
	18.8.4	 	enforcement of any Security over any assets of that member of the Group.
	 
	18.9	 	Ownership of the Obligors
	 
	 	 	A Lessor or an Owner is not or ceases to be a direct wholly-owned Subsidiary of the Borrower
or the Borrower ceases to be a direct wholly-owned Subsidiary of the Principal Guarantor.
	 
	18.10	 	Repudiation
	 
	 	 	An Obligor repudiates a Facility Document or the Servicing Agreement or evidences an
intention to repudiate a Facility Document or the Servicing Agreement.
	 
	18.11	 	COMI and Centre of Administration
	 
	 	 	The COMI and/or the Centre of Administration of the Borrower or any Owner at any time is not
or ceases to be Ireland unless prior to that cessation additional security (which may include
local law mortgages over all relevant Aircraft) satisfactory to the Security Trustee (acting
reasonably) has been entered into and perfected in all relevant jurisdictions.
	 
	18.12	 	Servicer Payments
	 
	18.12.1	 	The Facility Agent or the Security Trustee receives a notice that any amount from time to
time payable by the Borrower to the Servicer under the Servicing Agreement is more than five
(5) days overdue.
	 
	18.12.2	 	No Event of Default will occur under this clause 18.12 if the aggregate amount of overdue
payments is less than two hundred and fifty thousand Dollars ($250,000) (or its equivalent in
any other currency or currencies).
	 
	18.13	 	Security
	 
	 	 	Any Security other than Permitted Security arises or is created over or with respect to any
of the assets, interests and rights over which Security is created by the Facility Documents
by or through or as a result of any act or omission of a Borrower Party.
	 
	18.14	 	Acceleration
	 
	 	 	On and at any time after the occurrence of an Event of Default which is continuing, the
Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the
Borrower:
	 
	18.14.1	 	cancel the Total Commitments whereupon they and each Lender’s Commitment shall immediately
be cancelled; and/or
	 
	18.14.2	 	declare that all or part of the Loans, together with accrued interest, any amounts payable
under clauses 10.4 and/or 14.2 and all other amounts accrued or outstanding under the
Facility Documents be immediately due and payable, whereupon they shall become immediately
due and payable; and/or
	 
	18.14.3	 	declare that all or part of the Loans be payable on demand, whereupon they shall
immediately become payable on demand by the Facility Agent on the instructions of the
Majority Lenders; and/or
	 
	18.14.4	 	exercise and/or enforce and/or direct the Security Trustee to exercise and/or enforce all
or any of the rights of the Beneficiaries or any of them under and pursuant to the General
Security Documents, the Aircraft Security Documents and the other Facility Documents.




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	19	 	Representations
	 
	 	 	Each Initial Obligor makes the representations and warranties set out in this clause 19 to
each Finance Party on the date of this Agreement and each other Obligor makes the
representations and warranties set out in this clause 19 to each Finance Party on the date of
the Accession Deed to which it is a party.
	 
	19.1	 	Status
	 
	19.1.1	 	It is a company, duly incorporated and validly existing under the law of its jurisdiction
of incorporation.
	 
	19.1.2	 	It has the power to own its assets and carry on its business as it is being conducted.
	 
	19.2	 	Binding obligations
	 
	 	 	The obligations expressed to be assumed by it in each Facility Document to which it is a
party are, subject to any general principles of law limiting its obligations which are
specifically referred to in any legal opinion delivered pursuant to clause 4, legal, valid,
binding and enforceable obligations.
	 
	19.3	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, the Facility
Documents to which it is a party do not and will not conflict with:
	 
	19.3.1	 	any law or regulation applicable to it;
	 
	19.3.2	 	its constitutional documents; or
	 
	19.3.3	 	any agreement or instrument binding upon it or any of its assets.
	 
	19.4	 	Power and authority
	 
	 	 	It has the power to enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, the Facility Documents to which it is
a party and the transactions contemplated by those Facility Documents.
	 
	19.5	 	Validity and admissibility in evidence
	 
	 	 	All Authorisations required or desirable:
	 
	19.5.1	 	in connection with the entry into, performance, validity and enforceability of the Facility
Documents to which it is a party;
	 
	19.5.2	 	to establish, perfect or protect the rights and interests of the Finance Parties in the
Aircraft and under the Facility Documents; and
	 
	19.5.3	 	to make the Facility Documents to which it is a party admissible in evidence in its
jurisdiction of incorporation and its COMI,
	 
	 	 	have been obtained or effected and are in full force and effect, except registration of the
Aircraft Mortgage for each Aircraft with the Aviation Authority for that Aircraft if and for
so long as that Aircraft Mortgage constitutes and is registered as an international interest
under and for the purposes of the Cape Town Convention.
	 
	19.6	 	Governing law and enforcement
	 
	19.6.1	 	The choice of:




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	 	(a)	 	New York law as the governing law of the Servicing Agreement and the Management
Agreement;
	 
	 	(b)	 	Bermuda law and Irish law respectively as the governing law of the Share Charges;
	 
	 	(c)	 	Irish law as the governing law of the Aircraft Mortgages;
	 
	 	(d)	 	German law as the governing law of the Accounts Pledge;
	 
	 	(e)	 	Utah law and Connecticut law respectively as the governing law of the Trust
Agreements;
	 
	 	(f)	 	English law as the governing law of the other Facility Documents,






	 	 	will (in each case) be recognised and enforced in its jurisdiction of incorporation and its
COMI.
	 
	19.6.2	 	Any judgment obtained in England in relation to a Facility Document will be recognised and
enforced in its jurisdiction of incorporation and its COMI.
	 
	19.7	 	Deduction of Tax
	 
	 	 	It is not required to make any deduction for or on account of Tax from any payment it may
make under any Facility Document.
	 
	19.8	 	No filing or stamp taxes
	 
	 	 	Under the law of its jurisdiction of incorporation and its COMI it is not necessary that the
Facility Documents be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the
Facility Documents or the transactions contemplated by the Facility Documents except the
filings in respect of certain of the Facility Documents pursuant to Part 3 of Schedule 3 to
the Facility Agreement.
	 
	19.9	 	No default
	 
	19.9.1	 	No Event of Default is continuing or might reasonably be expected to result from the making
of any Utilisation.
	 
	19.9.2	 	No other event or circumstance is outstanding which constitutes a default on the part of
any GLS Recourse Party under any other agreement or instrument which is binding on it or to
which its assets are subject which might reasonably be expected to have a Material Adverse
Effect.
	 
	19.10	 	No misleading information
	 
	 	 	Each document, certificate or statement furnished in writing to any Finance Party by or on
behalf of any Obligor in connection with the transactions contemplated by the Facility
Documents (including financial information) does not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements
contained herein and therein not misleading; all forecasts and opinions of any Obligor
contained therein were honestly made on reasonable grounds after due and careful inquiry by
that Obligor; and there is no fact or circumstance which has not been disclosed by any
Obligor to the Facility Agent in writing on or before the date of this Agreement and which
(in any of the above cases) might reasonably be expected to have a Material Adverse Effect.
	 
	19.11	 	Financial statements
	 
	19.11.1	 	Its Original Financial Statements were prepared in accordance with US GAAP consistently
applied.
	 
	19.11.2	 	Its Original Financial Statements fairly represent its financial condition and operations
(consolidated in the case of the Principal Guarantor) during the relevant financial year.




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	19.11.3	 	There has been no material adverse change in its business or financial condition (or the
business or consolidated financial condition of the Group, in the case of the Principal
Guarantor) since the date of its Original Financial Statements.
	 
	19.12	 	Pari passu ranking
	 
	 	 	Its payment obligations under the Facility Documents rank at least pari passu with the claims
of all its other unsecured and unsubordinated creditors, except for obligations mandatorily
preferred by law applying to companies generally.
	 
	19.13	 	No proceedings pending or threatened
	 
	 	 	No litigation, arbitration or administrative proceedings of or before any court, arbitral
body or agency which, if adversely determined, might reasonably be expected to have a
Material Adverse Effect have (to the best of its knowledge and belief) been started or
threatened against it or any GLS Recourse Party.
	 
	19.14	 	Title to Aircraft
	 
	 	 	With respect to each Aircraft, the Owner for that Aircraft is or will on the Utilisation Date
for the Loan for that Aircraft be the sole legal and beneficial owner of that Aircraft or, if
that Aircraft is subject to an owner trust structure, the Owner Trustee for that Aircraft is
or will on the Utilisation Date for the Loan for that Aircraft be the sole legal owner of
that Aircraft and the Owner is or will on the Utilisation Date for the Loan for that Aircraft
be the sole beneficial owner of that Aircraft and, in each case, such title is or will on the
Utilisation Date for that Loan be free from all Security other than Permitted Security.
	 
	19.15	 	COMI and Centre of Administration
	 
	 	 	Each of the COMI and the Centre of Administration of the Borrower and each Initial Owner is
Ireland and neither the Borrower nor any Initial Owner carries on any business from premises
in Bermuda at which staff are employed and/or salaries and/or other expenses are paid.
	 
	19.16	 	Aircraft Documents
	 
	 	 	The only Aircraft Documents are those listed in Schedule 6 to the DPP.
	 
	19.17	 	Repetition
	 
	 	 	All of the representations and warranties in this clause 19 are deemed to be made by each
Obligor by reference to the facts and circumstances then existing on the date of each
Utilisation Request and on each Utilisation Date. The Repeating Representations are deemed to
be made by each Obligor by reference to the facts and circumstances then existing on the
first day of each Interest Period.
	 
	19.18	 	No prejudice
	 
	 	 	The rights and remedies of each of the Finance Parties in relation to any misrepresentation
or breach of warranty on the part of any Borrower Party under any Facility Document shall not
be prejudiced by any investigation by or on behalf of any of the Finance Parties into the
affairs of any Borrower Party, by the performance of any of the Transaction Documents or by
any other act or thing which may be done by it in connection with the Transaction Documents
and which would, in the absence of this clause 19.8, prejudice such rights and remedies.
	 
	20	 	Information undertakings
	 
	 	 	The undertakings in this clause 20 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Facility Documents or any Commitment is in force.




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	20.1	 	Financial statements
	 
	 	 	The Principal Guarantor shall supply to the Facility Agent in sufficient copies for all the
Lenders:
	 
	20.1.1	 	as soon as the same become available, but in any event within one hundred and eighty (180)
days after the end of each of its financial years:






	 	(a)	 	its audited consolidated financial statements for that financial year; and
	 
	 	(b)	 	the audited financial statements of each other Obligor for that financial
year; and






	20.1.2	 	as soon as the same become available, but in any event within ninety (90) days after the
end of each quarter of each of its financial years, its consolidated financial statements for
that financial quarter.
	 
	20.2	 	Requirements as to financial statements
	 
	20.2.1	 	Each set of financial statements delivered by the Principal Guarantor pursuant to clause
20.1 shall be certified by a director of the relevant company as fairly representing its
financial condition as at the date as at which those financial statements were drawn up.
	 
	20.2.2	 	Each set of financial statements of an Obligor delivered pursuant to clause 20.1 shall be
prepared using US GAAP, accounting practices and financial reference periods consistent with
those applied in the preparation of the Original Financial Statements for that Obligor
unless, in relation to any set of financial statements, that Obligor notifies the Facility
Agent (which notification may be contained in the relevant financial statements) that there
has been a change in US GAAP, the accounting practices or reference periods and its auditors
(or, if appropriate, the auditors of that Obligor) and delivers to the Facility Agent a
description of any change necessary for those financial statements to reflect the US GAAP,
accounting practices and reference periods upon which that Obligor’s Original Financial
Statements were prepared. Any reference in this Agreement to those financial statements shall
be construed as a reference to those financial statements as adjusted to reflect the basis
upon which the Original Financial Statements were prepared.
	 
	20.3	 	Notification of Default, Mandatory Prepayment Event and Insolvency Event
	 
	20.3.1	 	Each Obligor shall notify the Facility Agent of any Event of Default and any Mandatory
Prepayment Event (and the steps, if any, being taken to remedy it) promptly upon becoming
aware of its occurrence (unless that Obligor is aware that a notification has already been
provided by another Obligor).
	 
	20.3.2	 	Each Obligor shall notify the Facility Agent of any Insolvency Event in relation to any
Borrower Party or any GLS Recourse Party (and the steps, if any, being taken to remedy it)
promptly upon becoming aware of its occurrence (unless that Obligor is aware that a
notification has already been provided by another Obligor).
	 
	20.4	 	Know your customer checks
	 
	20.4.1	 	If:






	 	(a)	 	the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation made after the date of this
Agreement;
	 
	 	(b)	 	any change in the identity, status or shareholders of an Obligor after the
date of this Agreement; or
	 
	 	(c)	 	a proposed assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer,










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	 	 	obliges the Facility Agent or any Lender (or, in the case of paragraph (c) above, any
prospective new Lender) to comply with know your customer or similar identification
procedures in circumstances where the necessary information is not already available to it,
each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or
procure the supply of, such documentation and other evidence as is reasonably requested by
the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in
the case of the event described in paragraph (c) above, on behalf of any prospective new
Lender) in order for the Facility Agent, such Lender or, in the case of the event described
in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has
complied with all necessary know your customer or other similar checks under all Applicable
Laws pursuant to the transactions contemplated in the Facility Documents.
	 
	20.4.2	 	Each Lender shall promptly upon the request of the Facility Agent supply, or procure the
supply of, such documentation and other evidence as is reasonably requested by the Facility
Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has
complied with all necessary know your customer or other similar checks under all Applicable
Laws pursuant to the transactions contemplated in the Facility Documents.
	 
	21	 	General undertakings
	 
	 	 	The undertakings in this clause 21 remain in force from the date of this Agreement for so
long as any amount is outstanding under the Facility Documents or any Commitment is in force.
	 
	21.1	 	Authorisations
	 
	 	 	Each Obligor shall promptly:
	 
	21.1.1	 	obtain, comply with and do all that is necessary to maintain in full force and effect; and
	 
	21.1.2	 	supply certified copies to the Facility Agent of
	 
	 	 	any Authorisation required under any law or regulation of its jurisdiction of incorporation
or its COMI to enable it to perform its obligations under the Facility Documents and to
ensure the legality, validity, enforceability or admissibility in evidence in its
jurisdiction of incorporation or its COMI of any Facility Document, except registration of
the Aircraft Mortgage for an Aircraft with the Aviation Authority for that Aircraft if and
for so long as that Aircraft Mortgage constitutes and is registered as an international
interest under and for the purposes of the Cape Town Convention.
	 
	21.2	 	Compliance with laws
	 
	 	 	Each Obligor shall comply in all respects with all Applicable Law if failure so to comply
would materially impair its ability to perform its obligations under the Facility Documents.
	 
	21.3	 	Corporate existence
	 
	 	 	Each Obligor shall preserve its corporate existence.
	 
	21.4	 	Principal Guarantor
	 
	 	 	The Principal Guarantor shall not:
	 
	21.4.1	 	suspend or cease or threaten to suspend or cease to carry on all or a substantial part of
its business;
	 
	21.4.2	 	make any substantial change in the nature of the business in which it is engaged;




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	21.4.3	 	either in a single transaction or in a series of transactions whether related or not and
whether voluntarily or involuntarily, sell, transfer or otherwise dispose of all or a
substantial part of its property or assets; or
	 
	21.4.4	 	enter into any amalgamation, demerger, merger or corporate reconstruction unless the
surviving entity has assumed all of the obligations of the Principal Guarantor under the
Facility Documents and the financial condition of that surviving entity is not materially
worse than the financial condition of the Principal Guarantor immediately prior to such
amalgamation, demerger, merger or corporate reconstruction (as applicable).
	 
	21.5	 	Borrower, Lessors and Owners
	 
	 	 	Subject to clause 5 of the DPP, neither the Borrower nor any Lessor nor any Owner shall:
	 
	21.5.1	 	undertake any trading or business activities other than the ownership and leasing of the
Aircraft and directly related activities;
	 
	21.5.2	 	enter into any agreement, instrument or arrangement (whether or not recorded in writing)
with any person or otherwise create or incur any liability or indebtedness to any person
other than:






	 	(a)	 	pursuant to or as permitted or expressly contemplated by the Facility Documents;
	 
	 	(b)	 	such agreements, instruments and arrangements with respect to Taxes, ordinary
operating costs and expenses, legal fees and disbursements and overhead expenses as have
arisen or may arise in the ordinary course of carrying on its business as referred to in
paragraph (a) above; and
	 
	 	(c)	 	loans between Obligors which are in all respects subject to clauses 18 and 19 of
the DPP;






	21.5.3	 	take on lease, purchase or otherwise acquire, or agree to do so, any asset from any person
other than the Aircraft; provided that each Owner shall be entitled to receive title to any
engine or part in replacement of, or in addition to, any Engine or Part pursuant to any
Operating Lease;
	 
	21.5.4	 	make any loans, grant any credit or give any guarantee or indemnity to or for the benefit
of any person or otherwise voluntarily assume any liability whether actual or contingent in
respect of any obligation of any other person, except as may be required pursuant to the
terms of the Facility Documents other than loans between Obligors which are in all respects
subject to clauses 18 and 19 of the DPP;
	 
	21.5.5	 	issue any further shares or alter any rights attaching to its issued shares in existence at
the date hereof;
	 
	21.5.6	 	enter into any contract for service or contract of employment with any contractor,
officers, secondees, servants, agents or employees other than the Servicing Agreement and the
Management Agreement;
	 
	21.5.7	 	create or permit to subsist any Security other than Permitted Security over any of its
assets;
	 
	21.5.8	 	other pursuant to an Approved Change in Structure, enter into a single transaction or a
series of transactions (whether related or not) and whether voluntary or involuntary to sell,
lease, transfer or otherwise dispose of any asset;
	 
	21.5.9	 	other pursuant to an Approved Change in Structure, enter into any amalgamation, demerger,
merger or corporate reconstruction;
	 
	21.5.10	 	other pursuant to an Approved Change in Structure, create or acquire any Subsidiary;
	 
	21.5.11	 	at any time hold any bank account other than the Collection Account and the Liquidity
Reserve Account.




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	21.6	 	Hedging Policy
	 
	21.6.1	 	The Borrower shall comply with the Hedging Policy and shall enter into such Approved
Hedging Agreements as may from time to time be required to ensure compliance with the Hedging
Policy.
	 
	21.6.2	 	If and whenever the Borrower enters into an Approved Hedging Agreement, the Borrower shall
execute, procure the execution by the Approved Hedging Provider of and deliver to the
Facility Agent:






	 	(a)	 	the Additional Hedging Assignment for that Approved Hedging Agreement;
	 
	 	(b)	 	the Additional Hedging Provider Notice and Acknowledgment for that Approved
Hedging Agreement; and
	 
	 	(c)	 	such documents and other evidence in connection with that Additional Hedging
Assignment and that Additional Hedging Provider Notice and Acknowledgment as the
Facility Agent may reasonably require:






	21.7	 	Management Agreement
	 
	 	 	Each of the Manager and the Shareholders shall comply with their respective obligations under
the Management Agreement and shall procure that if for any reason it is terminated or expires
it shall immediately be replaced by an equivalent corporate administration agreement in the
Agreed Form and between the same parties.
	 
	21.8	 	Performance by Obligors
	 
	21.8.1	 	The Principal Guarantor further undertakes with each of the Finance Parties that it will
procure that each other Obligor will duly and punctually perform all of its obligations under
the Transaction Documents to which it is a party.
	 
	21.8.2	 	Each Obligor further undertakes with each of the Finance Parties that it will duly and
punctually perform all of its obligations under the Transaction Documents.
	 
	21.9	 	Servicer Payments
	 
	 	 	Without prejudice to the generality of clause 21.8, the Borrower undertakes with each of the
Finance Parties that it will pay to the Servicer, immediately following a demand by the
Security Trustee, amounts equal to each amount from time to time:
	 
	21.9.1	 	notified by the Servicer to the Facility Agent and/or the Security Trustee as being due and
payable but unpaid to the Servicer by any Obligor; and/or
	 
	21.9.2	 	claimed by the Servicer as being due for application to it pursuant to clause 8 of the DPP,
	 
	 	 	in each case, unless and to the extent that the Borrower has evidenced to the satisfaction of
the Security Trustee that the relevant amount is being diligently contested in good faith and
on reasonable grounds by the Borrower.
	 
	21.10	 	Explanation in relation to Servicer Payments
	 
	 	 	If any Servicer Report indicates that any amount is or has been due and payable but unpaid to
the Servicer by any Obligor, the Borrower shall, at the same time that the Borrower forwards
a copy of that Servicer Report to the Facility Agent pursuant to clause 7.4 of the DPP,
either confirm to the Facility Agent that the relevant amount has now been paid in full to
the Servicer or, if it has not, provide to the Facility Agent a reasonably detailed written
explanation of why the relevant amount has not been paid in full to the Servicer.
	 
	21.11	 	Aircraft receivables




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	 	 	Each Obligor further undertakes with each of the Finance Parties that it will procure that
all amounts from time to time received or receivable by it or any other Borrower Party under
or pursuant to any of the Aircraft Documents or otherwise in connection with any of the
Aircraft are paid into the Collection Account. Each Lessor and each Owner further undertakes
with each of the Finance Parties that it will procure that all other amounts of any nature or
source whatsoever from time to time received or receivable by it are paid into the Collection
Account.
	 
	21.12	 	Subrogation rights of Borrower under Servicing Agreement
	 
	 	 	The Borrower further undertakes with each of the Finance Parties that it will:
	 
	21.12.1	 	not waive all or any of its rights pursuant to Section 11.06 of the Servicing Agreement
(Subrogation Rights);
	 
	21.12.2	 	not otherwise take any action which would reasonably be expected to prejudice all or any
of its Subrogation Rights;
	 
	21.12.3	 	take all action from time to time reasonably requested by the Security Trustee to preserve
its Subrogation Rights;
	 
	21.12.4	 	apply all amounts received by it pursuant to its Subrogation Rights in accordance with
clause 8.4.3 of the DPP or in or towards discharge of the corresponding Servicer Payments.
	 
	21.13	 	No waiver of liability
	 
	 	 	For the avoidance of doubt, the Finance Parties do not waive any rights against any Obligor
notwithstanding the terms of section 3.04 of the Servicing Agreement, subject to the other
provisions of the Facility Documents.
	 
	22	 	Changes to the Lenders
	 
	22.1	 	Assignments and transfers by the Lenders
	 
	 	 	Subject to this clause 22, a Lender (the Existing Lender) may:
	 
	22.1.1	 	assign any of its rights; or
	 
	22.1.2	 	transfer by novation any of its rights and obligations,
	 
	 	 	to another bank or financial institution or to a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or investing in
loans, securities or other financial assets (the New Lender). An Existing Lender must assign
or transfer to the New Lender the same percentage of its participation in each of the Loans.
	 
	22.2	 	Conditions of assignment or transfer
	 
	22.2.1	 	If an Existing Lender proposes to assign any of its rights or transfer by novation any of
its rights and obligations to a New Lender, other than a New Lender which is already a Lender
or is an Affiliate of a Lender, the Existing Lender shall consult in good faith with the
Borrower in relation to the proposed assignment or transfer but no consent of the Borrower
(or of any other Party) to that assignment or transfer shall be required. Without prejudice
to the preceding sentence, each Existing Lender undertakes (as an independent undertaking and
not as a condition to transfer) that it will not unreasonably disregard the Borrower’s
reasonable objections to a proposed New Lender.
	 
	22.2.2	 	An assignment will only be effective on:






	 	(a)	 	receipt by the Facility Agent of written confirmation from the New Lender
(in form and substance satisfactory to the Facility Agent) that the New Lender will
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	 		 	obligations to the other Finance Parties as it would have been under if it
was an Original Lender; and
	 
	 	(b)	 	performance by the Facility Agent of all necessary know your customer or
other similar checks under all Applicable Laws in relation to such assignment to a
New Lender, the completion of which the Facility Agent shall promptly notify to the
Existing Lender and the New Lender.






	22.2.3	 	A transfer will only be effective if the procedure set out in clause 22.5 is complied with.
	 
	22.2.4	 	If:






	 	(a)	 	a Lender assigns or transfers any of its rights or obligations under the
Facility Documents or changes its Facility Office; and
	 
	 	(b)	 	as a result of circumstances existing at the date the assignment, transfer
or change occurs, an Obligor would be obliged to make a payment to the New Lender or
Lender acting through its new Facility Office under clause 12 or clause 13,






	 	 	then the New Lender or Lender acting through its new Facility Office is only entitled to
receive payment under those clauses to the same extent as the Existing Lender or Lender
acting through its previous Facility Office would have been if the assignment, transfer or
change had not occurred.
	 
	22.3	 	Assignment or transfer fee
	 
	 	 	The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to
the Facility Agent (for its own account) a fee of two thousand Dollars ($2,000).
	 
	22.4	 	Limitation of responsibility of Existing Lenders and Arrangers
	 
	22.4.1	 	Unless expressly agreed to the contrary, neither an Existing Lender nor an Arranger makes
any representation or warranty and assumes no responsibility to a New Lender for:






	 	(a)	 	the legality, validity, effectiveness, adequacy or enforceability of the
Facility Documents or any other documents;
	 
	 	(b)	 	the financial condition of any Obligor;
	 
	 	(c)	 	the performance and observance by any Obligor of its obligations under the
Facility Documents or any other documents;
	 
	 	(d)	 	the application of any Basel 2 Regulation to the transactions contemplated
by the Facility Documents; or
	 
	 	(e)	 	the accuracy of any statements (whether written or oral) made in or in
connection with any Facility Document or any other document,






	 	 	and any representations or warranties implied by law are excluded.
	 
	22.4.2	 	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:






	 	(a)	 	has made (and shall continue to make) its own independent investigation and
assessment of:






	 	(i)	 	the financial condition and affairs of the Obligors and their
related entities in connection with its participation in this Agreement ; and
	 
	 	(ii)	 	the application of any relevant Basel 2 Regulation to the
transactions contemplated by the Facility Documents,





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	 	 	 	and has not relied exclusively on any information provided to it by the Existing
Lender or any Arranger in connection with any Facility Document;
	 
	 	(b)	 	will continue to make its own independent appraisal of:






	 	(i)	 	the creditworthiness of the Obligors and their related entities;
and
	 
	 	(ii)	 	the application of any Basel 2 Regulation to the transactions
contemplated by the Facility Documents; and






	 	(c)	 	will continue to make its own independent appraisal of the creditworthiness
of the Obligors and their related entities whilst any amount is or may be outstanding
under the Facility Documents or any Commitment is in force.






	22.4.3	 	Nothing in any Facility Document obliges an Existing Lender to:






	 	(a)	 	accept a re-transfer from a New Lender of any of the rights and obligations
assigned or transferred under this clause 22; or
	 
	 	(b)	 	support any losses directly or indirectly incurred by the New Lender by
reason of the non-performance by any Obligor of its obligations under the Facility
Documents or by reason of the application of any Basel 2 Regulation to the
transactions contemplated by the Facility Documents or otherwise.






	22.5	 	Procedure for transfer
	 
	22.5.1	 	Subject to the conditions set out in clause 22.2, a transfer is effected in accordance with
clause 22.5.3 when the Facility Agent executes an otherwise duly completed Transfer
Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent
shall, subject to clause 22.5.2, as soon as reasonably practicable after receipt by it of a
duly completed Transfer Certificate appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer
Certificate. The Obligors and the other Finance Parties irrevocably authorise the Facility
Agent to execute any Transfer Certificate on their behalf, without any consultation with
them.
	 
	22.5.2	 	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it
by the Existing Lender and the New Lender once it is satisfied it has complied with all
necessary know your customer or other similar checks under all Applicable Laws in relation to
the transfer to such New Lender.
	 
	22.5.3	 	On the Transfer Date:






	 	(a)	 	to the extent that in the Transfer Certificate the Existing Lender seeks to
transfer by novation its rights and obligations under the Facility Documents each of
the Obligors and the Existing Lender shall be released from further obligations
towards one another under the Facility Documents and their respective rights against
one another under the Facility Documents shall be cancelled (being the Discharged
Rights and Obligations);
	 
	 	(b)	 	each of the Obligors and the New Lender shall assume obligations towards
one another and/or acquire rights against one another which differ from the
Discharged Rights and Obligations only insofar as that Obligor and the New Lender
have assumed and/or acquired the same in place of that Obligor and the Existing
Lender;
	 
	 	(c)	 	the Finance Parties and the New Lender shall acquire the same rights and
assume the same obligations between themselves as they would have acquired and
assumed had the New Lender been an Original Lender with the rights and/or obligations
acquired or assumed by it as a result of the transfer and to that extent the Finance
Parties and the Existing Lender shall each be released from further obligations to
each other under the Facility Documents; and





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	 	(d)	 	the New Lender shall become a Party as a Lender.






	22.6	 	Copy of Transfer Certificate to Borrower
	 
	 	 	The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate, send to the Borrower a copy of that Transfer Certificate.
	 
	22.7	 	Disclosure of information
	 
	 	 	Any Lender may disclose to any of its Affiliates and any other person:






	22.7.1	 	to (or through) whom that Lender assigns or transfers (or may potentially assign or
transfer) all or any of its rights and obligations under this Agreement;
	 
	22.7.2	 	with (or through) whom that Lender enters into (or may potentially enter into) any
sub-participation in relation to, or any other transaction under which payments are to be
made by reference to, this Agreement or any Obligor; or
	 
	22.7.3	 	to whom, and to the extent that, information is required to be disclosed by any Applicable
Law






	 	 	any information about any Obligor, the Group and the Facility Documents as that Lender shall
consider appropriate.
	 
	23	 	Assignments and transfer by Obligors
	 
	 	 	No Obligor may assign any of its rights or transfer any of its rights or obligations under
the Facility Documents.
	 
	24	 	Role of the Facility Agent and the Representatives
	 
	24.1	 	Appointment of the Facility Agent
	 
	24.1.1	 	Each other Finance Party appoints the Facility Agent to act as its agent under and in
connection with the Facility Documents.
	 
	24.1.2	 	Each other Finance Party authorises the Facility Agent to exercise the rights, powers,
authorities and discretions specifically given to the Facility Agent under or in connection
with the Facility Documents together with any other incidental rights, powers, authorities
and discretions.
	 
	24.2	 	Duties of the Facility Agent
	 
	24.2.1	 	The Facility Agent shall promptly forward to a Party the original or a copy of any document
which is delivered to the Facility Agent for that Party by any other Party.
	 
	24.2.2	 	Except where a Facility Document specifically provides otherwise, the Facility Agent is not
obliged to review or check the adequacy, accuracy or completeness of any document it forwards
to another Party.
	 
	24.2.3	 	If the Facility Agent receives notice from a Party referring to this Agreement, describing
a Default and stating that the circumstance described is a Default, it shall promptly notify
the Finance Parties.
	 
	24.2.4	 	If the Facility Agent is aware of the non-payment of any principal, interest, commitment
fee or other fee payable to a Finance Party (other than the Facility Agent or an Arranger)
under this Agreement, it shall promptly notify the other Finance Parties.
	 
	24.2.5	 	The Facility Agent’s duties under the Facility Documents are solely mechanical and
administrative in nature.





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	24.3	 	Role of the Arrangers
	 
	 	 	Except as specifically provided in the Facility Documents, no Arranger has any obligations of
any kind to any other Party under or in connection with any Facility Document.
	 
	24.4	 	No fiduciary duties
	 
	24.4.1	 	Nothing in this Agreement constitutes any Representative as a trustee or fiduciary of any
other person.
	 
	24.4.2	 	No Representative shall be bound to account to any Lender for any sum or the profit element
of any sum received by it for its own account.
	 
	24.5	 	Business with the Group
	 
	 	 	Each Representative may accept deposits from, lend money to and generally engage in any kind
of banking or other business with any member of the Group.
	 
	24.6	 	Rights and discretions of the Facility Agent
	 
	24.6.1	 	The Facility Agent may rely on:






	 	(a)	 	any representation, notice or document believed by it to be genuine,
correct and appropriately authorised; and
	 
	 	(b)	 	any statement made by a director, authorised signatory or employee of any
person regarding any matters which may reasonably be assumed to be within his
knowledge or within his power to verify.






	24.6.2	 	The Facility Agent may assume (unless it has received notice to the contrary in its
capacity as agent for the Lenders) that:






	 	(a)	 	no Default has occurred (unless it has actual knowledge of a Default
arising under clause 18);
	 
	 	(b)	 	any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised; and
	 
	 	(c)	 	any notice or request made by the Borrower is made on behalf of and with
the consent and knowledge of all the Obligors.






	24.6.3	 	The Facility Agent may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.
	 
	24.6.4	 	The Facility Agent may act in relation to the Facility Documents through its personnel and
agents.
	 
	24.6.5	 	The Facility Agent may disclose to any other Party any information it reasonably believes
it has received as agent under this Agreement.
	 
	24.6.6	 	Notwithstanding any other provision of any Facility Document to the contrary, no
Representative is obliged to do or omit to do anything if it would or might in its reasonable
opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty
of confidentiality.
	 
	24.7	 	Responsibility for documentation
	 
	 	 	No Representative is responsible:





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	24.7.1	 	for the adequacy, accuracy and/or completeness of any information (whether oral or written)
supplied by a Representative, an Obligor or any other person in or in connection with any
Facility Document; or
	 
	24.7.2	 	for the legality, validity, effectiveness, adequacy or enforceability of any Facility
Document or any other agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Facility Document; or
	 
	24.7.3	 	for the application of any Basel 2 Regulation to the transactions contemplated by the
Facility Documents.






	24.8	 	Exclusion of liability
	 
	24.8.1	 	Without limiting clause 24.8.2, the Facility Agent will not be liable for any action taken
by it under or in connection with any Facility Document, unless directly caused by its gross
negligence or wilful misconduct.
	 
	24.8.2	 	No Party (other than the Facility Agent) may take any proceedings against any officer,
employee or agent of the Facility Agent in respect of any claim it might have against the
Facility Agent or in respect of any act or omission of any kind by that officer, employee or
agent in relation to any Facility Document.
	 
	24.8.3	 	The Facility Agent will not be liable for any delay (or any related consequences) in
crediting an account with an amount required under the Facility Documents to be paid by the
Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably
practicable to comply with the regulations or operating procedures of any recognised clearing
or settlement system used by the Facility Agent for that purpose.
	 
	24.8.4	 	Nothing in this Agreement shall oblige any Representative to carry out any know your
customer or other checks in relation to any person on behalf of any Lender and each Lender
confirms to each Representative that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to such checks
made by any Representative.
	 
	24.9	 	Lenders’ indemnity to the Facility Agent
	 
	 	 	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total
Commitments are then zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Facility Agent, within three (3) Business Days of demand,
against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason
of the Facility Agent’s gross negligence or wilful misconduct) in acting as Facility Agent
under the Facility Documents (unless the Facility Agent has been reimbursed by an Obligor
pursuant to a Facility Document).
	 
	24.10	 	Resignation of the Facility Agent
	 
	24.10.1	 	The Facility Agent may resign and appoint one of its Affiliates as successor by giving
notice to the other Finance Parties and the Borrower.
	 
	24.10.2	 	Alternatively the Facility Agent may resign by giving notice to the other Finance Parties
and the Borrower, in which case the Majority Lenders (after consultation with the Borrower)
may appoint a successor Facility Agent.
	 
	24.10.3	 	If the Majority Lenders have not appointed a successor Facility Agent in accordance with
clause 24.10.2 within thirty (30) days after notice of resignation was given, the Facility
Agent (after consultation with the Borrower) may appoint a successor Facility Agent.
	 
	24.10.4	 	The retiring Facility Agent shall, at its own cost, make available to the successor
Facility Agent such documents and records and provide such assistance as the successor
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	 	 	reasonably request for the purposes of performing its functions as
Facility Agent under the Facility Documents.
	 
	24.10.5	 	The Facility Agent’s resignation notice shall only take effect upon the appointment of a
successor.
	 
	24.10.6	 	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from
any further obligation in respect of the Facility Documents but shall remain entitled to the
benefit of this clause 24. Its successor and each of the other Parties shall have the same
rights and obligations amongst themselves as they would have had if such successor had been
an original Party.
	 
	24.10.7	 	After consultation with the Borrower, the Majority Lenders may, by notice to the Facility
Agent, require it to resign in accordance with clause 24.10.2. In this event, the Facility
Agent shall resign in accordance with clause 24.10.2.
	 
	24.11	 	Confidentiality
	 
	24.11.1	 	In acting as agent for the Finance Parties, the Facility Agent shall be regarded as acting
through its agency division which shall be treated as a separate entity from any other of its
divisions or departments.
	 
	24.11.2	 	If information is received by another division or department of the Facility Agent, it may
be treated as confidential to that division or department and the Facility Agent shall not be
deemed to have notice of it.
	 
	24.12	 	Relationship with the Lenders
	 
	24.12.1	 	The Facility Agent may treat each Lender as a Lender, entitled to payments under this
Agreement and acting through its Facility Office unless it has received not less than five
(5) Business Days prior notice from that Lender to the contrary in accordance with the terms
of this Agreement.
	 
	24.12.2	 	Each Lender shall supply the Facility Agent with any information required by the Facility
Agent in order to calculate the Mandatory Cost in accordance with Schedule 5.
	 
	24.13	 	Credit appraisal by the Lenders
	 
	 	 	Without affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Facility Document, each Lender confirms to each Representative
that it has been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any Facility
Document including but not limited to:






	24.13.1	 	the financial condition, status and nature of each member of the Group and each Obligor;
	 
	24.13.2	 	the legality, validity, effectiveness, adequacy or enforceability of any Facility Document
and any other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Facility Document;
	 
	24.13.3	 	the application of any Basel 2 Regulation to the transactions contemplated by the Facility
Documents;
	 
	24.13.4	 	whether that Lender has recourse, and the nature and extent of that recourse, against any
Party or any of its respective assets under or in connection with any Facility Document, the
transactions contemplated by the Facility Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any
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	24.13.5	 	the adequacy, accuracy and/or completeness of any information provided by the Facility
Agent, any Party or by any other person under or in connection with any Facility Document,
the transactions contemplated by the Facility Documents or any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in connection with
any Facility Document.






	24.14	 	Reference Banks
	 
	 	 	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Facility Agent shall (in consultation with the
Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.
	 
	24.15	 	Facility Agent’s management time
	 
	 	 	At any time when an Event of Default has occurred and in continuing, any amount payable to
the Facility Agent under clause 14.3, clause 16 and clause 24.9 shall include the cost of
utilising the Facility Agent’s management time or other resources and will be calculated on
the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the
Borrower and the Lenders, and is in addition to any fee paid or payable to the Facility Agent
under clause 11. Amounts payable under this clause 24.15 shall be recoverable by the
Facility Agent under clause 8.1.5 of the DPP.
	 
	24.16	 	Deduction from amounts payable by the Facility Agent
	 
	 	 	If any Party owes an amount to the Facility Agent under the Facility Documents, the Facility
Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from
any payment to that Party which the Facility Agent would otherwise be obliged to make under
the Facility Documents and apply the amount deducted in or towards satisfaction of the amount
owed. For the purposes of the Facility Documents that Party shall be regarded as having
received any amount so deducted.
	 
	25	 	Conduct of business by the Finance Parties
	 
	 	 	No provision of this Agreement will:
	 
	25.1	 	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in
whatever manner it thinks fit;
	 
	25.2	 	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment
available to it or the extent, order and manner of any claim; or
	 
	25.3	 	oblige any Finance Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.
	 
	26	 	Payment mechanics
	 
	26.1	 	Payments to the Facility Agent
	 
	26.1.1	 	On each date on which an Obligor or a Lender is required to make a payment under a Facility
Document, that Obligor or Lender shall make the same available to the Facility Agent (unless
a contrary indication appears in a Facility Document) for value on the due date at the time
and in such funds specified by the Facility Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.
	 
	26.1.2	 	Payment shall be made to such account in the principal financial centre of the country of
that currency with such bank as the Facility Agent specifies.





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	26.2	 	Distributions by the Facility Agent
	 
	 	 	Each payment received by the Facility Agent under the Facility Documents for another Party
shall, subject to clause 26.3 and clause 26.4 and to the provisions of the DPP, be made
available by the Facility Agent promptly following receipt to the Party entitled to receive
payment in accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Facility Agent by not less
than five (5) Business Days’ notice with a bank in the principal financial centre of the
country of that currency.
	 
	26.3	 	Distributions to an Obligor
	 
	 	 	Subject to the provisions of the DPP, the Facility Agent may apply any amount received by it
for that Obligor in or towards payment (on the date and in the currency and funds of receipt)
of any amount due from that Obligor under the Facility Documents or in or towards purchase of
any amount of any currency to be so applied.
	 
	26.4	 	Clawback
	 
	26.4.1	 	Where a sum is to be paid to the Facility Agent under the Facility Documents for another
Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter
into or perform any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.
	 
	26.4.2	 	If the Facility Agent pays an amount to another Party and it proves to be the case that the
Facility Agent had not actually received that amount, then the Party to whom that amount (or
the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand
refund the same to the Facility Agent together with interest on that amount from the date of
payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to
reflect its cost of funds.
	 
	26.5	 	Applications
	 
	 	 	All amounts received by the Finance Parties or any of them under the Facility Documents shall
be applied in accordance with the relevant provisions of the DPP.
	 
	26.6	 	No set-off by Obligors
	 
	 	 	All payments to be made by an Obligor under the Facility Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off or counterclaim.
	 
	26.7	 	Business Days
	 
	26.7.1	 	Any payment which is due to be made on a day that is not a Business Day shall be made on
the next Business Day in the same calendar month (if there is one) or the preceding Business
Day (if there is not).
	 
	26.7.2	 	During any extension of the due date for payment of any principal or Unpaid Sum under this
Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the
original due date.
	 
	26.8	 	Currency of account
	 
	26.8.1	 	Subject to clauses 26.8.2 and 26.8.3, Dollars is the currency of account and payment for
any sum due from an Obligor under any Facility Document.
	 
	26.8.2	 	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which
the costs, expenses or Taxes are incurred.





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	26.8.3	 	Any amount expressed to be payable in a currency other than Dollars shall be paid in that
other currency.
	 
	26.9	 	Change of currency
	 
	26.9.1	 	Unless otherwise prohibited by law, if more than one currency or currency unit are at the
same time recognised by the central bank of any country as the lawful currency of that
country, then:






	 	(a)	 	any reference in the Facility Documents to, and any obligations arising
under the Facility Documents in, the currency of that country shall be translated
into, or paid in, the currency or currency unit of that country designated by the
Facility Agent (after consultation with the Borrower); and
	 
	 	(b)	 	any translation from one currency or currency unit to another shall be at
the official rate of exchange recognised by the central bank for the conversion of
that currency or currency unit into the other, rounded up or down by the Facility
Agent (acting reasonably).






	26.9.2	 	If a change in any currency of a country occurs, this Agreement will, to the extent the
Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be
necessary, be amended to comply with any generally accepted conventions and market practice
in the Relevant Interbank Market and otherwise to reflect the change in currency.
	 
	27	 	Set-off
	 
	 	 	Subject always to the provisions of the DPP, a Finance Party may set off any matured
obligation due from an Obligor under the Facility Documents (to the extent beneficially owned
by that Finance Party) against any matured obligation owed by that Finance Party to that
Obligor, regardless of the place of payment, booking branch or currency of either obligation.
If the obligations are in different currencies, the Finance Party may convert either
obligation at a market rate of exchange in its usual course of business for the purpose of
the set-off.
	 
	28	 	Calculations and certificates
	 
	28.1	 	Accounts
	 
	 	 	In any litigation or arbitration proceedings arising out of or in connection with a Facility
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.
	 
	28.2	 	Certificates and determinations
	 
	 	 	Any certification or determination by a Finance Party of a rate or amount under any Facility
Document is, in the absence of manifest error, conclusive evidence of the matters to which it
relates.
	 
	28.3	 	Day count convention
	 
	 	 	Any interest, commission or fee accruing under a Facility Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a year of 360
days or, in any case where the practice in the Relevant Interbank Market differs, in
accordance with that market practice.
	 
	29	 	Partial invalidity
	 
	 	 	If, at any time, any provision of the Facility Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.





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	30	 	Remedies and waivers
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Facility Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.
	 
	31	 	Counterparts
	 
	 	 	Each Facility Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the Facility
Document.
	 
	32	 	Notices
	 
	 	 	Any communication to be made under or in connection with the Facility Documents shall be made
in accordance with clause 22 of the DPP.
	 
	33	 	Governing law
	 
	 	 	This Agreement is governed by English law.
	 
	34	 	Enforcement
	 
	34.1	 	Jurisdiction
	 
	34.1.1	 	The courts of England have exclusive jurisdiction to settle any dispute arising out of or
in connection with this Agreement (including a dispute regarding the existence, validity or
termination of this Agreement) (a Dispute).
	 
	34.1.2	 	The Parties agree that the courts of England are the most appropriate and convenient courts
to settle Disputes and accordingly no Party will argue to the contrary.
	 
	34.1.3	 	This clause 34.1 is for the benefit of the Finance Parties only. As a result, no Finance
Party shall be prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent
proceedings in any number of jurisdictions.
	 
	34.2	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, each Obligor:






	34.2.1	 	irrevocably appoints Freshfields Bruckhaus Deringer LLP at its registered office for the
time being (presently of 65 Fleet Street, London EC4Y 1HS, England) as its agent for service
of process in relation to any proceedings before the English courts in connection with any
Facility Document; and
	 
	34.2.2	 	agrees that failure by a process agent to notify the relevant Obligor of the process will
not invalidate the proceedings concerned.





     THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.



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The Obligors




Part 1

Borrower




	 	 	 
	Name and registered office of Borrower	 	Registration number
	Genesis Portfolio Funding I Limited

	 	EC 41928
	 
	Clarendon House
	 	 
	 
	2 Church Street
	 	 
	 
	Hamilton HM 11
	 	 
	Bermuda
	 	 






Part 2

Principal Guarantor




	 	 	 
	Name and registered office of Principal	 	 
	Guarantor	 	Registration number
	Genesis Lease Limited

	 	EC 38695
	 
	Clarendon House
	 	 
	 
	2 Church Street
	 	 
	 
	Hamilton HM 11
	 	 
	 
	Bermuda
	 	 






Part 3

Initial Owners




	 	 	 	 	 	 	 
	Name and registered office of Initial Owners	 	Registration	 	 
		 	number	 	Aircraft (by msn)
	Lare Leasing Limited

	 	EC 39884
	 	 	3192	 
	 
	Clarendon House

	 	 	 	 	3227	 
	 
	2 Church Street
	 	 	 	 	 	 
	 
	Hamilton HM 11
	 	 	 	 	 	 
	 
	Bermuda
	 	 	 	 	 	 
	 
	Roselawn Leasing Limited

	 	EC 40596
	 	 	30050	 
	 
	Clarendon House

	 	 	 	 	32582	 





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		 	Registration	 	 
	Name and registered office of Initial Owners	 	number	 	Aircraft (by msn)	 
	2 Church Street

	 	 	 	 	28654	 
	 
	Hamilton HM 11

	 	 	 	 	1136	 
	 
	Bermuda

	 	 	 	 	1155	 
	 
	 

	 	 	 	 	1965	 
	 

	 	 	 	 	1609	 
	 

	 	 	 	 	1493	 
	Ross Leasing Limited

	 	EC 39885
	 	 	3183	 
	 
	Clarendon House
	 	 	 	 	 	 
	 
	2 Church Street
	 	 	 	 	 	 
	 
	Hamilton HM 11
	 	 	 	 	 	 
	 
	Bermuda
	 	 	 	 	 	 






Part 4

Initial Lessors




	 	 	 	 	 	 	 
		 	Registration	 	 
	Name and registered office of Initial Lessors	 	number	 	Aircraft	 
	Lare Leasing Limited

	 	EC 39884
	 	 	3192	 
	 
	Clarendon House

	 	 	 	 	3227	 
	 
	2 Church Street
	 	 	 	 	 	 
	 
	Hamilton HM 11
	 	 	 	 	 	 
	 
	Bermuda
	 	 	 	 	 	 
	 
	Roselawn Leasing Limited

	 	EC 40596
	 	 	32582	 
	 
	Clarendon House

	 	 	 	 	28654	 
	 
	2 Church Street

	 	 	 	 	1136	 
	 
	Hamilton HM 11

	 	 	 	 	1155	 
	 
	Bermuda

	 	 	 	 	1965	 
	 
	 

	 	 	 	 	1609	 
	 
	 

	 	 	 	 	1493	 
	 
	Ross Leasing Limited

	 	EC 39885
	 	 	3183	 
	 
	Clarendon House
	 	 	 	 	 	 





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		 	Registration	 	 
	Name and registered office of Initial Lessors	 	number	 	Aircraft	 
	2 Church Street
	 	 	 	 	 	 
	 
	Hamilton HM 11
	 	 	 	 	 	 
	 
	Bermuda
	 	 	 	 	 	 
	 
	Castletroy Leasing Limited

	 	445403
	 	 	30050	 
	 
	4450 Atlantic Avenue
	 	 	 	 	 	 
	 
	Westpark
	 	 	 	 	 	 
	 
	Shannon
	 	 	 	 	 	 
	 
	Co. Clare
	 	 	 	 	 	 
	 
	Ireland
	 	 	 	 	 	 






Part 5

Initial Owner Trustees




	 	 	 	 	 
		 	 
	Name and principal place of business
of Initial Owner Trustees	 	Aircraft
	Wells Fargo Bank Northwest, National Association

	 	 	30050	 
	 
	299 South Main, 12th Floor

	 	 	32582	 
	 
	Salt Lake City

	 	 	28654	 
	 
	Utah 84111

	 	 	1136	 
	 
	United States of America

	 	 	1155	 
	 
	 

	 	 	1965	 
	 
	 

	 	 	1609	 
	 
	 

	 	 	1493	 






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The Original Lenders




	 	 	 
	Name of Original Lender	 	Commitment ($)
	DVB Bank AG
	 	62,500,000
	 
	HSH Nordbank AG
	 	93,750,000
	 
	KFW IPEX-BANK GmbH
	 	93,750,000






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Conditions Precedent



Part 1

Conditions precedent to any Utilisation





	1	 	Facility Documents






	 	(a)	 	A duly executed original of each of the Facility Documents other than the Share
Charges and the Aircraft Security Documents.
	 
	 	(b)	 	A duly executed original of the Share Charge for the Borrower.
	 
	 	(c)	 	A duly executed original of the Management Agreement.
	 
	 	(d)	 	A duly executed original of the Servicing Agreement.
	 
	 	(e)	 	Duly executed originals of the following documents referred to in the Share
Charge for the Borrower:






	 	(1)	 	undated share transfers;
	 
	 	(2)	 	share certificates (or other evidence of ownership);
	 
	 	(3)	 	certified copy of the share register (confirming that the Security
Trustee is registered owner);
	 
	 	(4)	 	undertaking by the Borrower to register transfers;
	 
	 	(5)	 	director and secretary letters of resignation and release (signed but
undated) together with letters of authority to date the same;
	 
	 	(6)	 	undated irrevocable proxy in respect of the shares in the Borrower
signed by the Principal Guarantor.






	 	 	The documents referred to in this paragraph 1 are the Initial Utilisation Documents.
	 
	2	 	Corporate documents






	 	(a)	 	A copy of the constitutional documents of each Initial Obligor.
	 
	 	(b)	 	A copy of a resolution of the board of directors of each Initial Obligor:






	 	(i)	 	approving the terms of and the transactions contemplated by the
Initial Utilisation Documents to which it is a party and resolving that it execute
the Initial Utilisation Documents to which it is a party;
	 
	 	(ii)	 	authorising a specified person or persons to execute the Initial
Utilisation Documents to which it is a party on its behalf; and
	 
	 	(iii)	 	authorising a specified person or persons, on its behalf, to sign
and/or despatch all documents and notices to be signed and/or despatched by it
under or in connection with the Initial Utilisation Documents to which it is a
party.






	 	(c)	 	A specimen of the signature of each person authorised by the resolution referred
to in paragraph (b) above.





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	 	(d)	 	If required, a copy of a resolution signed by all the holders of the issued
            shares in each Initial Obligor approving the terms of and the transactions contemplated
by the Initial Utilisation Documents to which it is a party.
	 
	 	(e)	 	A certificate of each Initial Obligor signed by a director confirming that
borrowing or guaranteeing (as applicable) the Total Commitments would not cause any
borrowing, guaranteeing or similar limit binding on that Initial Obligor to be exceeded.
	 
	 	(f)	 	A certificate of an authorised signatory of each Initial Obligor certifying that
each document specified in this Part 1 of Schedule 3 to which it is a party is correct,
complete and in full force and effect as at a date no earlier than the date of this
Agreement.






	3	 	Legal opinions






	 	(a)	 	A legal opinion of Norton Rose, legal advisers to the Representatives in England,
substantially in the form distributed to the Original Lenders prior to signing this
Agreement.
	 
	 	(b)	 	A legal opinion of A&L Goodbody, legal advisers to the Borrower in Ireland,
substantially in the form distributed to the Original Lenders prior to signing this
Agreement.
	 
	 	(c)	 	A legal opinion of Conyers, Dill & Pearman, legal advisers to the Representatives
in Bermuda, substantially in the form distributed to the Original Lenders prior to
signing this Agreement.
	 
	 	(d)	 	A legal opinion of Fulbright & Jaworski, legal advisers to the Representatives in
New York, substantially in the form distributed to the Original Lenders prior to signing
this Agreement.
	 
	 	(e)	 	A legal opinion of Norton Rose LLP, legal advisers to the Representatives in
Germany, substantially in the form distributed to the Original Lenders prior to signing
this Agreement.
	 
	 	(f)	 	A memorandum of A&L Goodbody, legal advisers to the Borrower in Ireland,
concerning the Cape Town Convention and related insolvency issues, substantially in the
form distributed to the Original Lenders prior to signing this Agreement.






	4	 	Other documents and evidence






	 	(a)	 	Evidence that the process agent referred to in clause 34.2 has accepted its
appointment and that any process agent referred to in any Initial Utilisation Document
has accepted its appointment.
	 
	 	(b)	 	There is no evidence that any other Security exists in relation to any of the
assets, interests and rights over which Security is created by the Initial Utilisation
Documents.
	 
	 	(c)	 	Evidence that the Borrower, each Lessor and each Owner has been registered as a
foreign company with the Irish CRO.
	 
	 	(d)	 	A copy of any other Authorisation or other document, opinion or assurance (other
than those referred to in Part 3 of this Schedule 3) which the Facility Agent considers
to be necessary or desirable (if it has notified the Borrower accordingly) in connection
with the entry into and performance of the transactions contemplated by any Initial
Utilisation Document or for the validity and enforceability of any Initial Utilisation
Document.
	 
	 	(e)	 	The Original Financial Statements of each Obligor.
	 
	 	(f)	 	Completion by all Original Lenders of all relevant due diligence and know your
customer requirements (including compliance with money laundering and anti-terrorism
information





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	 	 	 	requirements), including in respect of each Obligor and each person that will become an
Additional Obligor on or about the first Utilisation Date.
	 
	 	(g)	 	The Initial Appraisal for each Aircraft.
	 
	 	(h)	 	Evidence that the Liquidity Reserve Account has been opened and that the amount
of five million Dollars ($5,000,000) has been deposited in the Liquidity Reserve
Account.
	 
	 	(i)	 	Evidence that the Collection Account has been opened and that the amount of one
Dollar ($1) has been deposited in the Collection Account.
	 
	 	(j)	 	Confirmation that the Initial Hedging Provider has entered into novation
agreements with each of Citibank, N.A. and Wachovia, N.A. in respect of the back-to-back
hedging (in aggregate) of the confirmation comprised in the Initial Hedging Agreement,
and that such novations will be effective on the first Utilisation Date.





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Part 2

Conditions precedent to each Utilisation for an Aircraft





	1	 	Facility Documents






	 	(a)	 	A duly executed original of the Utilisation Notice for the Loan for that
Aircraft.
	 
	 	(b)	 	With respect to each of the Initial Lessor for that Aircraft and the Initial
Owner for that Aircraft (if different), a duly completed and executed original Accession
Deed.
	 
	 	(c)	 	A duly executed original of the instrument of transfer for each of the Initial
Lessor for that Aircraft and the Initial Owner for that Aircraft (if different) pursuant
to which the Lessor Seller transfers all of the shares in that Initial Lessor or that
Initial Owner (as applicable) to the Borrower.
	 
	 	(d)	 	A duly executed original of the Share Charge for the Initial Lessor for that
Aircraft and a duly executed original of the Share Charge for the Initial Owner for that
Aircraft (if different).
	 
	 	(f)	 	Duly executed originals of the following documents referred to in the Share
Charge for the Initial Lessor for that Aircraft and the Share Charge for the Initial
Owner for that Aircraft (if different):






	 	(1)	 	undated share transfers;
	 
	 	(2)	 	share certificates (or other evidence of ownership);
	 
	 	(3)	 	certified copy of the share register (confirming that the Security
Trustee is registered owner);
	 
	 	(4)	 	undertaking by that Initial Lessor or that Initial Owner (as
applicable) to register transfers;
	 
	 	(5)	 	director and secretary letters of resignation and release (signed but
undated) together with letters of authority to date the same;
	 
	 	(6)	 	undated irrevocable proxy in respect of the shares in that Initial
Lessor or that Initial Owner (as applicable) signed by the Borrower.






	 	(e)	 	A duly executed original of each of the Aircraft Security Documents for that
Aircraft.






	 	 	The documents referred to in this paragraph 1 are the Aircraft Utilisation Documents.
	 
	2	 	Corporate documents






	 	(a)	 	A copy of the constitutional documents of the Initial Lessor for that Aircraft,
the Initial Owner for that Aircraft (if different) and the Lessor Seller.
	 
	 	(b)	 	A copy of a resolution of the board of directors of the Initial Lessor for that
Aircraft, the Initial Owner for that Aircraft (if different) and the Lessor Seller:






	 	(1)	 	approving the terms of and the transactions contemplated by the
Aircraft Utilisation Documents to which it is a party and resolving that it
execute the Aircraft Utilisation Documents to which it is a party;
	 
	 	(2)	 	authorising a specified person or persons to execute the Aircraft
Utilisation Documents to which it is a party on its behalf; and





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	 	(3)	 	authorising a specified person or persons, on its behalf, to sign
and/or despatch all documents and notices to be signed and/or despatched by it
under or in connection with the Aircraft Utilisation Documents to which it is a
party.






	 	(c)	 	A specimen of the signature of each person authorised by the resolution referred
to in paragraph (b) above.
	 
	 	(d)	 	If required, a copy of a resolution signed by all the holders of the issued
            shares in the Initial Lessor for that Aircraft, the Initial Owner for that Aircraft (if
different) and the Lessor Seller approving the terms of and the transactions
contemplated by the Aircraft Utilisation Documents to which it is a party.
	 
	 	(e)	 	A certificate of the Initial Lessor for that Aircraft and the Initial Owner for
that Aircraft (if different) signed by a director confirming that guaranteeing the Total
Commitments would not cause any borrowing, guaranteeing or similar limit binding on that
Initial Lessor or that Initial Owner (as applicable) to be exceeded.
	 
	 	(f)	 	A certificate of an authorised signatory of the Initial Lessor for that Aircraft,
the Initial Owner for that Aircraft (if different) and the Lessor Seller certifying that
each document specified in this Part 2 of Schedule 3 to which it is a party is correct,
complete and in full force and effect as at a date no earlier than the date of this
Agreement.
	 
	 	(g)	 	Documents evidence that the Owner Trustee for that Aircraft (if any) has all
necessary capacity, power and authority to enter into and perform its obligations under
the Aircraft Utilisation Documents to which it is a party.






	3	 	Legal opinions






	 	(a)	 	A legal opinion of Norton Rose, legal advisers to the Representatives in England,
substantially in the form distributed to the Original Lenders prior to the proposed
Utilisation Date.
	 
	 	(b)	 	A legal opinion of A&L Goodbody, legal advisers to the Borrower in Ireland,
substantially in the form distributed to the Original Lenders prior to the proposed
Utilisation Date.
	 
	 	(c)	 	A legal opinion of Conyers, Dill & Pearman, legal advisers to the Representatives
in Bermuda, substantially in the form distributed to the Original Lenders prior to the
proposed Utilisation Date.
	 
	 	(d)	 	A legal opinion of Fulbright & Jaworski, legal advisers to the Representatives in
New York, substantially in the form distributed to the Original Lenders prior to the
proposed Utilisation Date.
	 
	 	(e)	 	If there is an Owner Trustee for that Aircraft and the owner trust arrangements
are governed by Utah law, a legal opinion of Ray, Quinney & Nebeker, legal advisers to
that Owner Trustee in Utah, substantially in the form distributed to the Original
Lenders prior to the proposed Utilisation Date.
	 
	 	(f)	 	If there is an Owner Trustee for that Aircraft and the owner trust arrangements
are governed by Connecticut law, a legal opinion of Day Pitney, legal advisers to that
Owner Trustee in Connecticut, substantially in the form distributed to the Original
Lenders prior to the proposed Utilisation Date.
	 
	 	(g)	 	With respect to any Aircraft registered with the Federal Aviation Administration
of the United States of America (FAA), a legal opinion of Daugherty, Fowler, Peregrin,
Haught & Jenson, FAA legal advisers to the Representatives, substantially in the form
distributed to the Original Lenders prior to the proposed Utilisation Date.






	4	 	Cape Town Convention





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	 	(a)	 	Evidence that registration has been effected of the prospective international
interests for that Aircraft referred to in paragraph 2 of Schedule 2 to the DPP.
	 
	 	(b)	 	If the manufacturer’s serial numbers of the Engines for that Aircraft are, by
reason of substitution prior to the Utilisation Date, other than as specified in
Schedule 7, the Initial Lessor for that Aircraft and the Initial Owner for that Aircraft
shall have entered into a supplement to this Agreement in the Agreed Form which will
enable the international interests of the Security Trustee, that Initial Lessor and that
Initial Owner in each of those Engines as lessors under leasing agreements and chargee
under a security agreement respectively to be registered in accordance with the Cape
Town Convention.






	5	 	Operating Lease requirements






	 	(a)	 	All provisions of the Operating Lease for that Aircraft are in compliance with
the Operating Lease Requirements.
	 
	 	(b)	 	The scheduled expiry date under that Operating Lease falls at least twelve (12)
months after the proposed Utilisation Date.
	 
	 	(c)	 	No amount payable by the Operator for that Aircraft under that Operating Lease is
as at the proposed Utilisation Date overdue for more than thirty (30) consecutive days.
	 
	 	(d)	 	No Insolvency Event has occurred and is continuing in relation to that Operator.






	6	 	Aircraft Documents and evidence






	 	(a)	 	A copy of each of the Aircraft Documents for that Aircraft.
	 
	 	(b)	 	Copies of all historic bills of sale for the Airframe for that Aircraft and the
Engines for that Aircraft.
	 
	 	(c)	 	There is no evidence that any of the Aircraft Documents for that Aircraft is not
in full force and effect.
	 
	 	(d)	 	A copy of the certificate of insurance and broker’s letter of undertaking from
the Insurers for that Aircraft evidencing the Insurances for that Aircraft.
	 
	 	(e)	 	Copies of the current certificate of registration for that Aircraft, certificate
of airworthiness for that Aircraft and air operator’s certificate for the Operator for
that Aircraft, in each case, issued by the Aviation Authority for that Aircraft.
	 
	 	(f)	 	Evidence that the Aircraft has not suffered a Total Loss and that no event or
circumstance has occurred which would (with the expiry of a grace period, the giving of
notice, the making of any determination under the Facility Documents or any combination
of any of the foregoing) become a Total Loss.






	7	 	Other documents and evidence






	 	(a)	 	Evidence that any process agent referred to in any of the Aircraft Utilisation
Documents has accepted its appointment.
	 
	 	(b)	 	A copy of each document (if any) evidencing the perfection and/or registration as
applicable of the Security (if any) created by the Aircraft Utilisation Documents.
	 
	 	(c)	 	There is no evidence that any other Security exists in relation to that Aircraft
or any of the other assets, interests and rights over which Security is created by the
Aircraft Utilisation Documents.
	 
	 	(d)	 	A copy of any other Authorisation or other document, opinion or assurance (other
than those referred to in Part 3 of this Schedule 3) which the Facility Agent considers
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	 	 	 	necessary or desirable (if it has notified the Borrower accordingly) in connection with
the entry into and performance of the transactions contemplated by any of the Aircraft
Utilisation Documents or for the validity and enforceability of any of the Aircraft
Utilisation Documents.
	 
	 	(e)	 	Evidence that the fees, costs and expenses then due from the Borrower pursuant to
clause 11 and clause 16 have been paid or will be paid by the proposed Utilisation Date.
	 
	 	(f)	 	A copy of the guarantee assignment between Genesis Acquisition Lease Limited and
Roselawn Leasing Limited in respect of MSN 30050 (the Guarantee Assignment).





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Part 3

Conditions subsequent





	 	(a)	 	Perfection and/or registration as applicable of all Security created by the Facility
Documents (including the registration of the Aircraft Mortgages in the International Registry)
by the latest date permitted by Applicable Law.
	 
	 	(b)	 	Evidence of the filing with the Irish CRO of all Facility Documents under which Security is
created by or in respect of any Obligor by the latest date permitted by Applicable Law.
	 
	 	(c)	 	Evidence of the filing with the Bermuda ROC pursuant to Section 55 of the Bermuda Companies
Act 1981 of all Facility Documents under which Security is created by or in respect of any
Obligor by the latest date permitted by Applicable Law.
	 
	 	(d)	 	Evidence that the identification plates required to be affixed on that Aircraft and the
Engines for that Aircraft pursuant to the DPP have been affixed within sixty (60) days after
the Utilisation Date for the Loan for that Aircraft or such later date as the Facility Agent
may agree.
	 
	 	(e)	 	Evidence that Castletroy Leasing Limited has duly signed the Accession Deed and the Security
Documents to which it is a party and provided the documents and evidence otherwise required
under Part 2 of 0 in connection therewith by 11:59 p.m. CET of the first Utilisation Date and
accordingly such documents shall not constitute conditions precedent
	 
	 	(f)	 	Copies of (i) assignments of the service life policies in respect of the aircraft with MSN
32582, MSN 28654, MSN 1136, MSN 1155, MSN 1493, MSN 1965 and MSN 30050 to Genesis Lease
Limited and (ii) security assignments of the foregoing to the Security Trustee within
twenty-one (21) days of the first Utilisation Date.





Facility Agreement-Execution Version




74











 





Utilisation Request




From: Genesis Portfolio Funding I Limited




To:      HSH Nordbank AG as Facility Agent




Date:




Dear Sirs




Genesis Portfolio Funding I Limited –Facility Agreement

dated [           ] 2008 (Agreement)





	1	 	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement
have the same meanings in this Utilisation Request unless given a different meaning in this
Utilisation Request.
	 
	2	 	We wish to borrow a Loan on the following terms:





	 	 	 	 	 
	 

	 	Proposed Utilisation Date:
	 	[          ] 2008 (or,
if that is not a
Business Day, the next Business Day)
	 
	 	 	 	 
	 

	 	Amount:
	 	$[          ] or,
if less, the Available
Facility or, if less, the Available Amount for
the Aircraft described below
	 
	 	 	 	 
	 

	 	Aircraft:
	 	[describe Aircraft]







	3	 	We confirm that each condition specified in clause 4.3 is satisfied on the date of this
Utilisation Request.
	 
	4	 	The proceeds of this Loan should be credited to [account details].
	 
	5	 	This Utilisation Request is irrevocable.





Yours faithfully




 






authorised signatory for




Genesis Portfolio Funding I Limited




Facility Agreement — Execution Version




75









 





Mandatory Cost Formula




The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.



On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent
shall calculate as a percentage rate a rate (the Additional Cost Rate) for each Lender in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Facility Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant Loan) and will be
expressed as a percentage rate per annum.



The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member
State will be the percentage notified by that Lender to the Facility Agent. This percentage
will be certified by that Lender in its notice to the Facility Agent to be its reasonable
determination of the cost (expressed as a percentage of that Lender’s participation in all
Loans made from that Facility Office) of complying with the minimum reserve requirements of
the European Central Bank in respect of loans made from that Facility Office.



The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will
be calculated by the Facility Agent as follows:



	 	 	 	 	 
	 

	 	Ex 0.01
300
	 	per cent. per annum.






     Where:




	 	E	 	is designed to compensate Lenders for amounts payable under the Fees Rules and is
calculated by the Facility Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Facility Agent pursuant to paragraph 6 below and
expressed in pounds per £1,000,000.





For the purposes of this Schedule:





	 	(a)	 	Eligible Liabilities and Special Deposits have the meanings given to them from
time to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;
	 
	 	(b)	 	Fees Rules means the rules on periodic fees contained in the FSA Supervision
Manual or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits;
	 
	 	(c)	 	Fee Tariffs means the fee tariffs specified in the Fees Rules under the activity
group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required
pursuant to the Fees Rules but taking into account any applicable discount rate); and
	 
	 	(d)	 	Tariff Base has the meaning given to it in, and will be calculated in accordance
with, the Fees Rules.





Facility Agreement — Execution Version





76









 








If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Facility Agent the rate of
charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees
Rules in respect of the relevant financial year of the Financial Services Authority
(calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of that Reference Bank.



Each Lender shall supply any information required by the Facility Agent for the purpose of
calculating its Additional Cost Rate. In particular, but without limitation, each Lender
shall supply the following information on or prior to the date on which it becomes a Lender:



     (e) the jurisdiction of its Facility Office; and



     (f) any other information that the Facility Agent may reasonably require for such
purpose.




Each Lender shall promptly notify the Facility Agent of any change to the information
provided by it pursuant to this paragraph.



The rates of charge of each Reference Bank for the purpose of E above shall be determined by the
Facility Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above
and on the assumption that, unless a Lender notifies the Facility Agent to the contrary, each
Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as
those of a typical bank from its jurisdiction of incorporation with a Facility Office in the
same jurisdiction as its Facility Office.



The Facility Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
6 and 7 above is true and correct in all respects.



The Facility Agent shall distribute the additional amounts received as a result of the Mandatory
Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7
above.



Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.



The Facility Agent may from time to time, after consultation with the Borrower and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.



Facility Agreement — Execution Version





77









 








Form of Transfer Certificate




To: HSH Nordbank AG as Facility Agent




From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)




Dated:




Genesis Portfolio Funding I Limited –Facility Agreement

dated [           ] 2008 (Agreement)





	1	 	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.
	 
	2	 	We refer to clause 22.5:






	 	(a)	 	The Existing Lender and the New Lender agree to the Existing Lender transferring
to the New Lender by novation all or part of the Existing Lender’s Commitment, rights
and obligations referred to in the Schedule in accordance with clause 22.5.
	 
	 	(b)	 	The proposed Transfer Date is [      ].
	 
	 	(c)	 	The Facility Office and address, fax number and attention details for notices of
the New Lender for the purposes of clause 22 of the DPP are set out in the Schedule.






	3	 	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in clause 22.4.2(b).
	 
	4	 	This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate.
	 
	5	 	This Transfer Certificate is governed by English law.





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78









 








THE SCHEDULE




Commitment/rights and obligations to be transferred




[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]




	 	 	 
	[Existing Lender]

	 	[New Lender]
	 
	 	 
	By:

	 	By:





This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [     ].




HSH Nordbank AG




By:




Facility Agreement — Execution Version





79









 








The Aircraft




	 	 	 	 	 	 	 
	 	 	 	 	Aircraft	 	 
	Aircraft	 	Engines	 	Manufacturer	 	Engine Manufacturer
	A320-200 msn 3183

	 	IAE V2527-A5 msns
V12631 and V12644
	 	Airbus S.A.S.
	 	IAE International

Aero Engines AG
	 
	 	 	 	 	 	 
	A320-200 msn 3192

	 	IAE V2527-A5 msns
V12652 and 12654
	 	Airbus S.A.S.
	 	IAE International
Aero Engines AG
	 
	 	 	 	 	 	 
	A320-200 msn 3227

	 	IAE V2527-A5 msns
12679 and 12686
	 	Airbus S.A.S.
	 	IAE International
Aero Engines AG
	 
	 	 	 	 	 	 
	B737-700 msn 32582

	 	CFM56-7B26 msns
888699 and 888702
	 	The Boeing Company
	 	CFM International S.A.
	 
	 	 	 	 	 	 
	B737-700 msn 28654

	 	CFM56-7B26 msns
889655 and 888639
	 	The Boeing Company
	 	CFM International S.A.
	 
	 	 	 	 	 	 
	A319-100 msn 1136

	 	CFM56-5B6/P msns
779653 and 779654
	 	Airbus S.A.S.
	 	CFM International S.A.
	 
	 	 	 	 	 	 
	A319-100 msn 1155

	 	CFM56-5B6/P msns
779665 and 779666
	 	Airbus S.A.S.
	 	CFM International S.A.
	 
	 	 	 	 	 	 
	A320-200 msn 1493

	 	CFM56-5B4/P msns
575192 and 575193
	 	Airbus S.A.S.
	 	CFM International S.A.
	 
	 	 	 	 	 	 
	A320-200 msn 1965

	 	CFM56-5B4/P msns
575569 and 575570
	 	Airbus S.A.S.
	 	CFM International S.A.
	 
	 	 	 	 	 	 
	A320-200 msn 1609

	 	IAE V2527-A5 msns
11089 and 11091
	 	Airbus S.A.S.
	 	IAE International
Aero Engines AG
	 
	 	 	 	 	 	 
	B737-700 msn 30050

	 	CFM56-7B26 msns
876131 and 876132
	 	The Boeing Company
	 	CFM International S.A.






	 	 	 	 	 	 	 
	Initial Operator	 	 	 	 	 	 
	and Initial Operator	 	Initial State of	 	Initial registration	 	Initial Owner and Initial
	Guarantor (if any)	 	Registration	 	mark	 	Lessor (if different)
	Deccan Aviation Limited

	 	India
	 	VT-DNX
	 	Ross Leasing Limited
	 
	 	 	 	 	 	 
	InterGlobe Aviation
Limited

	 	India
	 	VT-INK
	 	Lare Leasing Limited
	 
	 	 	 	 	 	 
	InterGlobe Aviation
Limited

	 	India
	 	VT-INL
	 	Lare Leasing Limited
	 
	 	 	 	 	 	 
	Air Berlin PLC & Co.
Luftverkehrs KG

	 	Germany
	 	D-ABBT
	 	Aircraft MSN 32582
Statutory Trust (a
Connecticut Statutory
Trust administered by
Wells Fargo Bank
Northwest, National
Association as owner
trustee)






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	Air Berlin PLC & Co.
Luftverkehrs KG

	 	Germany
	 	D-ABBS
	 	Aircraft MSN 28654
Statutory Trust (a
Connecticut Statutory
Trust administered by
Wells Fargo Bank
Northwest, National
Association as owner
trustee)
	 
	 	 	 	 	 	 
	Germanwings GmbH

	 	Germany
	 	D-AKNN
	 	Aircraft MSN 1136
Statutory Trust(a
Connecticut Statutory
Trust administered by
Wells Fargo Bank
Northwest, National
Association as owner
trustee)
	 
	 	 	 	 	 	 
	Germanwings GmbH

	 	Germany
	 	D-AKNP
	 	Aircraft MSN 1155
Statutory Trust(a
Connecticut Statutory
Trust administered by
Wells Fargo Bank
Northwest, National
Association as owner
trustee)
	 
	 	 	 	 	 	 
	LTU
Lufttransport-Unternehmen
GmbH

	 	Germany
	 	D-ALTD
	 	Aircraft MSN 1493
Statutory Trust(a
Connecticut Statutory
Trust administered by
Wells Fargo Bank
Northwest, National
Association as owner
trustee)
	Thomas Cook Airlines
Limited (formerly
MyTravel Airways Limited)

	 	United Kingdom
	 	G-DHJZ
	 	Wells Fargo Bank
Northwest, National
Association on trust
for Roselawn Leasing
Limited
	 
	 	 	 	 	 	 
	United Air Lines, Inc.

	 	FAA
	 	N484UA
	 	Wells Fargo Bank
Northwest, National
Association on trust
for Roselawn Leasing
Limited
	 
	 	 	 	 	 	 
	VRG Linhas Aereas S.A.

	 	Brazil
	 	PR-VBV
	 	Initial Owner: Wells
Fargo Bank Northwest,
National Association
as owner trustee
Initial Lessor:
	 

	 	 	 	 	 	Castletroy Leasing
Limited






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The Initial Operating Leases




	 	 	 	 	 	 	 	 	 	 	 
	Airbus A320-232 aircraft with manufacturer’s serial number 3183 and Indian registration mark VT-DNX
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Ross Leasing Limited
	Lessee: Deccan Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	20/04/07
	 	 	(1	)	 	Genesis Acquisition
Limited
	 

	 	 	 	 	 	 	(2	)	 	Deccan Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of
15/06/07
	 	 	(1
	
)	 	Ross Leasing Limited

	 

	 	 	 	 	 	 	(2	)	 	Deccan Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-232 aircraft with manufacturer’s serial number 3192 and Indian registration mark VT-INK
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Lare Leasing Limited
	Lessee: InterGlobe Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	14/06/07
	 	 	(1	)	 	Genesis Acquisition
Limited
	 

	 	 	 	 	 	 	(2	)	 	InterGlobe Aviation
Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of
04/07/07
	 	 	(1	)	 	InterGlobe Aviation
Limited
	 

	 	 	 	 	 	 	(2	)	 	Lare Leasing Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-232 aircraft with manufacturer’s serial number 3227 and Indian registration mark VT-INL
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Lare Leasing Limited
	Lessee: InterGlobe Aviation Limited
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	14/06/07
	 	 	(1	)	 	Genesis Acquisition
Limited
	 

	 	 	 	 	 	 	(2	)	 	InterGlobe Aviation
Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of
04/07/07
	 	 	(1	)	 	InterGlobe Aviation
Limited
	 

	 	 	 	 	 	 	(2	)	 	Lare Leasing Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing B737-700 aircraft with manufacturer’s serial number 30050 and Brazilian registration mark PR-VBV
	 
	 	 	 	 	 	 	 	 	 	 
	Owner: Wells Fargo Bank Northwest, National Association as owner trustee Lessor: Castletroy Leasing Limited






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	Lessee: VRG Linhas Aereas S.A.
	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	As of
June 6 2008
	 	 	(1	)	 	Genesis Acquisition
Limited
	 

	 	 	 	 	 	 	(2	)	 	VRG Linhas Aereas S.A.
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Lease Agreement
	 	As of
June 6 2008
	 	 	(1	)	 	Castletroy Leasing
Limited
	 

	 	 	 	 	 	 	(2	)	 	VRG Linhas Aereas S.A.
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Aircraft Lease Amendment Agreement
	 	As of July 29, 2008
	 	 	(1	)	 	(1) Castletroy Leasing
Limited
	 

	 	 	 	 	 	 	(2	)	 	(2) VRG Linhas Aereas
S.A.
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Head Lease Agreement
	 	29/07/08
	 	 	(1	)	 	Wells Fargo Bank
Northwest, National
Association
	 

	 	 	 	 	 	 	(2	)	 	Castletroy Leasing
Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-200 aircraft with manufacturer’s serial number 1965 and UK registration mark G-DHJZ
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Wells Fargo Bank Northwest, National Association as owner trustee
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: Thomas Cook Airlines Limited (formerly MyTravel Airways Limited)
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	14/03/01
	 	 	(1	)	 	General Electric Capital
Corporation
	 

	 	 	 	 	 	 	(2	)	 	Airtours International
Airways Limited
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	14/03/01
	 	 	(1	)	 	General Electric Capital
Corporation
	 

	 	 	 	 	 	 	(2	)	 	Airtours International
Airways Limited
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Letter (Amendment No. 1) (change
to Fixed Rent)
	 	28/02/02
	 	 	(1	)	 	Airtours International
Airways Limited
	 

	 	 	 	 	 	 	(2	)	 	General Electric Capital
Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Letter (election to convert
deposit to Letter of Credit)
	 	22/03/03
	 	 	(1

	
)	 	MyTravel Airways Limited

	 

	 	 	 	 	 	 	(2	)	 	General Electric Capital
Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Aircraft Lease Rent Deferral and
Repayment Agreement
	 	04/03/04
	 	 	(1	)	 	General Electric Capital
Corporation
	 

	 	 	 	 	 	 	(2	)	 	AFS Investments XXV LLC






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83









 








	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	(3	)	 	MyTravel Airways Limited
	 

	 	 	 	 	 	 	(4	)	 	MyTravel Group Plc
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Letter (restructuring)
	 	23/11/04
	 	 	(1	)	 	MyTravel Airways Limited
	 

	 	 	 	 	 	 	(2	)	 	General Electric Capital
Corporation
	 

	 	 	 	 	 	 	(3	)	 	AFS Investments XXV, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Letter (conversion of Maintenance
Guarantees into Maintenance
Letters of Credit)
	 	01/03/05
	 	 	(1

	
)	 	MyTravel Airways Limited

	 

	 	 	 	 	 	 	(2	)	 	General Electric Capital
Corporation
	 

	 	 	 	 	 	 	(3	)	 	MyTravel Group Plc
	 
	 	 	 	 	 	 	 	 	 	 
	8

	 	Aircraft Lease Novation and
Amendment Agreement
	 	01/06/05
	 	 	(1	)	 	General Electric Capital
Corporation
	 

	 	 	 	 	 	 	(2	)	 	MyTravel Airways Limited
	 

	 	 	 	 	 	 	(3	)	 	Celestial Aviation
Trading 44 Limited
	 
	 	 	 	 	 	 	 	 	 	 
	9

	 	Aircraft Lease Novation and
Amendment Agreement
	 	26/09/07
	 	 	(1	)	 	Celestial Aviation
Trading 44 Limited
	 

	 	 	 	 	 	 	(2	)	 	MyTravel Airways Limited
	 

	 	 	 	 	 	 	(3	)	 	Wells Fargo Bank
Northwest, National
Association (as Owner
Trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	10

	 	Notification of Adjustment of
Maintenance Payment Rates
	 	23/07/07
	 	 	(1	)	 	GE Commercial Aviation
Services Limited
	 

	 	 	 	 	 	 	(2	)	 	MyTravel Airways Limited
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-200 aircraft with manufacturer’s serial number 1493 and German registration mark D-ALTD
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 1493 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, 

National Association as owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: LTU Lufttransport -Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	11/05/00
	 	 	(1	)	 	GECAS Technical Services
Limited
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport
-Unternehmen GmbH






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84









 








	 	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	11/05/00
	 	 	(1	)	 	GECAS Technical Services
Limited
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport
-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Amendment No. 22 to Letter
Agreement No. 1
	 	As of
June 2001
	 	 	(1	)	 	General Electric Capital
Corporation
	 

	 	 	 	 	 	 	(2	)	 	CFM International, Inc.
	 

	 	 	 	 	 	 	(3	)	 	Aviation Financial
Services, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Head Lease Agreement
	 	08/06/01
	 	 	(1	)	 	Aviation Financial
Services, Inc.
	 

	 	 	 	 	 	 	(2	)	 	GECAS Technical Services
Limited
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Aircraft Lease Amendment Agreement
	 	18/01/02
	 	 	(1	)	 	GECAS Technical Services
Limited
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport
-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Aircraft Head Lease Novation and
Amendment Agreement
	 	28/02/05
	 	 	(1	)	 	Aviation Financial
Services, Inc.
	 

	 	 	 	 	 	 	(2	)	 	GECAS Technical Services
Limited
	 

	 	 	 	 	 	 	(3	)	 	Celestial Aviation
Trading 42 Limited
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Supplemental Rent Adjustment
Letter
	 	11/07/07
	 	 	(1	)	 	GE Commercial Finance
Aviation Services
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport
-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	8

	 	Aircraft Lease Amendment Agreement
	 	14/11/06
	 	 	(1	)	 	GECAS Technical Services
Limited
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport
-Unternehmen GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	9

	 	Aircraft Lease Novation and
Amendment Agreement
	 	28/09/07
	 	 	(1	)	 	GECAS Technical Services
Limited
	 

	 	 	 	 	 	 	(2	)	 	LTU Lufttransport
-Unternehmen GmbH
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 1493
Statutory Trust (a
Connecticut Statutory Trust
administered by Wells Fargo
Bank Northwest, National
Association as owner
trustee)






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85









 








	 	 	 	 	 	 	 	 	 	 	 
	Boeing 737-700 aircraft with manufacturer’s serial number 32582 and German registration mark D-ABBT
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 32582 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, 

National Association as owner trustee)
	Lessee: Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	08/10/03
	 	 	(1	)	 	Aviation Financial
Services Inc.
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	08/09/05
	 	 	(1	)	 	Celestial Aviation
Trading 71 Limited
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Aircraft Lease Novation and
Amendment Agreement
	 	29/09/07
	 	 	(1	)	 	Celestial Aviation
Trading 71 Limited
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 32582
Statutory Trust (a
Connecticut Statutory Trust
administered by Wells Fargo
Bank Northwest, National
Association as owner
trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Adjustment of Supplemental Rent
Rates Letter
	 	18/5/07
	 	 	(1	)	 	GE Commercial Aviation
Services Limited
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Consent and Subordination
Agreement
	 	18/03/08
	 	 	(1	)	 	Aircraft MSN 32582
Statutory Trust (a
Connecticut Statutory Trust
administered by Wells Fargo
Bank Northwest, National
Association as owner
trustee)
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 

	 	 	 	 	 	 	(3	)	 	dba
Luftfahrtgesellschaft mbH
	 
	 	 	 	 	 	 	 	 	 	 
	Boeing 737-700 aircraft with manufacturer’s serial number 28654 and German registration mark D-ABBS






Facility Agreement — Execution Version





86









 








	 	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 28654 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, 

National Association as owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: Air Berlin PLC & Co. Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	08/10/03
	 	 	(1	)	 	Aviation Financial
Services Inc.
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	08/09/05
	 	 	(1	)	 	Celestial Aviation
Trading 71 Limited
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Aircraft Lease Novation and
Amendment Agreement
	 	28/09/07
	 	 	(1	)	 	Celestial Aviation
Trading 71 Limited
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 28654
Statutory Trust (a
Connecticut Statutory Trust
administered by Wells Fargo
Bank Northwest, National
Association as owner
trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Adjustment of Supplemental Rent
Rates Letter
	 	18/5/07
	 	 	(1	)	 	GE Commercial Aviation
Services Limited
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Consent and Subordination
Agreement
	 	06/03/08
	 	 	(1	)	 	Aircraft MSN 28654
Statutory Trust (a
Connecticut Statutory Trust
administered by Wells Fargo
Bank Northwest, National
Association as owner
trustee)
	 

	 	 	 	 	 	 	(2	)	 	Air Berlin PLC & Co.
Luftverkehrs KG
	 

	 	 	 	 	 	 	(3	)	 	dba
Luftfahrtgesellschaft mbH
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A319-100 aircraft with manufacturer’s serial number 1136 and German registration mark D-AKNN
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 1136 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, 

National Association as owner trustee)






Facility Agreement — Execution Version





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	Lessee: Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	22/12/04
	 	 	(1	)	 	GE Commercial Aviation
Services, Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of 22/12/04
	 	 	(1	)	 	Celestial Aviation
Trading 24 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Aircraft Lease Common Terms
Agreement
	 	17/05/05
	 	 	(1	)	 	GE Commercial Aviation
Services, Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Aircraft Lease Amendment Agreement
	 	17/05/05
	 	 	(1	)	 	GE Commercial Aviation
Services, Limited
	 

	 	 	 	 	 	 	(2	)	 	Celestial Aviation
Trading 24 Limited,
Celestial Aviation Trading
25 Limited, Celestial
Aviation Trading 26 Limited,
Celestial Aviation Trading
27 Limited, Celestial
Aviation Trading 28 Limited
	 

	 	 	 	 	 	 	(3	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Side Letter Agreement
	 	23/05/05
	 	 	(1	)	 	Celestial Aviation
Trading 24 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Letter (Rental Period calculation)
	 	22/06/05
	 	 	(1	)	 	Celestial Aviation
Trading 24 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Aircraft Lease Novation and
Amendment Agreement
	 	28/09/07
	 	 	(1	)	 	Celestial Aviation
Trading 24 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 1136
Statutory Trust (a
Connecticut Statutory Trust
administered by Wells Fargo
Bank Northwest, National
Association as owner
trustee)






Facility Agreement — Execution Version





88









 








	 	 	 	 	 	 	 	 	 	 	 
	8

	 	Adjustment of Supplemental Rent
Rates Letter
	 	22/06/06
	 	 	(1	)	 	GE Commercial Finance
Aviation Services
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A319-100 aircraft with manufacturer’s serial number 1155 and German registration mark D-AKNP
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Aircraft MSN 1155 Statutory Trust (a Connecticut Statutory Trust administered by Wells Fargo Bank Northwest, 

National Association as owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Aircraft Lease Common Terms
Agreement
	 	22/12/04
	 	 	(1	)	 	GE Commercial Aviation
Services, Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Aircraft Specific Lease Agreement
	 	As of 22/12/04
	 	 	(1	)	 	Celestial Aviation
Trading 25 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Aircraft Lease Common Terms
Agreement
	 	17/05/05
	 	 	(1	)	 	GE Commercial Aviation
Services, Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	Aircraft Lease Amendment Agreement
	 	17/05/05
	 	 	(1	)	 	GE Commercial Aviation
Services, Limited
	 

	 	 	 	 	 	 	(2	)	 	Celestial Aviation
Trading 24 Limited,
Celestial Aviation Trading
25 Limited, Celestial
Aviation Trading 26 Limited,
Celestial Aviation Trading
27 Limited, Celestial
Aviation Trading 28 Limited
	 

	 	 	 	 	 	 	(3	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	5

	 	Letter (Rental Period calculation)
	 	22/06/05
	 	 	(1	)	 	Celestial Aviation
Trading 25 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	6

	 	Side Letter Agreement
	 	27/06/05
	 	 	(1	)	 	Celestial Aviation
Trading 25 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	7

	 	Aircraft Lease Novation and
Amendment Agreement
	 	28/09/07
	 	 	(1	)	 	Celestial Aviation
Trading 25 Limited
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 

	 	 	 	 	 	 	(3	)	 	Aircraft MSN 1155
Statutory Trust (a
Connecticut Statutory Trust
administered by Wells Fargo
Bank Northwest, National
Association as owner
trustee)






Facility Agreement — Execution Version





89









 








	 	 	 	 	 	 	 	 	 	 	 
	8

	 	Adjustment of Supplemental Rent
Rates
	 	31/07/06
	 	 	(1	)	 	GE Commercial Finance
Aviation Services
	 

	 	 	 	 	 	 	(2	)	 	Germanwings GmbH
	 
	 	 	 	 	 	 	 	 	 	 
	Airbus A320-232 aircraft with manufacturer’s serial number 1609 and FAA registration mark N484UA
	 
	 	 	 	 	 	 	 	 	 	 
	Lessor: Wells Fargo Bank Northwest, National Association as owner trustee)
	 
	 	 	 	 	 	 	 	 	 	 
	Lessee: United Air Lines, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	Lease Agreement (2002 A320 D)
	 	As of 06/09/02
	 	 	(1	)	 	Wells Fargo Bank
Northwest, National
Association
	 

	 	 	 	 	 	 	(2	)	 	United Air Lines, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	Lease Supplement No. 1
	 	06/09/02
	 	 	(1	)	 	Wells Fargo Bank
Northwest, National
Association
	 

	 	 	 	 	 	 	(2	)	 	United Air Lines, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	3

	 	Letter Agreement (insurance
matters)
	 	06/09/02
	 	 	(1

(2	)

)	 	AFS Investments XIX LLC 

United Air Lines, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	4

	 	First Amendment to Lease
Agreement (2002 A320 D)
	 	As of 22/11/05
	 	 	(1	)	 	Wells Fargo Bank
Northwest, National
Association
	 

	 	 	 	 	 	 	(2	)	 	United Air Lines, Inc.






Initial Operator Guarantees



1. Lessee Guaranty dated 6 June 2008 between GOL-Linhas Inteligentes Aereas S.A. and Genesis
Acquisition Limited in respect of MSN 30050.



2. Guarantee Assignment.




Facility Agreement — Execution Version





90









 








Repayment Schedules




MSN 3183




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	28,442,892	 	 	 	 	 
	20.10.2008
	 	 	28,311,132	 	 	 	131,759	 
	20.11.2008
	 	 	28,182,215	 	 	 	128,917	 
	20.12.2008
	 	 	28,049,543	 	 	 	132,672	 
	20.01.2009
	 	 	27,919,680	 	 	 	129,863	 
	20.02.2009
	 	 	27,789,347	 	 	 	130,333	 
	20.03.2009
	 	 	27,648,816	 	 	 	140,531	 
	20.04.2009
	 	 	27,517,503	 	 	 	131,313	 
	20.05.2009
	 	 	27,382,505	 	 	 	134,998	 
	20.06.2009
	 	 	27,250,229	 	 	 	132,276	 
	20.07.2009
	 	 	27,114,296	 	 	 	135,934	 
	20.08.2009
	 	 	26,981,050	 	 	 	133,246	 
	20.09.2009
	 	 	26,847,322	 	 	 	133,728	 
	20.10.2009
	 	 	26,709,978	 	 	 	137,344	 
	20.11.2009
	 	 	26,575,270	 	 	 	134,708	 
	20.12.2009
	 	 	26,436,974	 	 	 	138,296	 
	20.01.2010
	 	 	26,301,279	 	 	 	135,696	 
	20.02.2010
	 	 	26,165,092	 	 	 	136,186	 
	20.03.2010
	 	 	26,019,256	 	 	 	145,837	 
	20.04.2010
	 	 	25,882,049	 	 	 	137,206	 
	20.05.2010
	 	 	25,741,327	 	 	 	140,722	 
	20.06.2010
	 	 	25,603,116	 	 	 	138,212	 
	20.07.2010
	 	 	25,461,417	 	 	 	141,698	 
	20.08.2010
	 	 	25,322,193	 	 	 	139,224	 
	20.09.2010
	 	 	25,182,466	 	 	 	139,727	 
	20.10.2010
	 	 	25,039,295	 	 	 	143,171	 
	20.11.2010
	 	 	24,898,545	 	 	 	140,751	 
	20.12.2010
	 	 	24,754,380	 	 	 	144,164	 
	20.01.2011
	 	 	24,612,599	 	 	 	141,781	 
	20.02.2011
	 	 	24,470,306	 	 	 	142,294	 






Facility Agreement — Execution Version





91









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.03.2011
	 	 	24,318,933	 	 	 	151,373	 
	20.04.2011
	 	 	24,175,577	 	 	 	143,356	 
	20.05.2011
	 	 	24,028,882	 	 	 	146,695	 
	20.06.2011
	 	 	23,884,477	 	 	 	144,405	 
	20.07.2011
	 	 	23,736,764	 	 	 	147,714	 
	20.08.2011
	 	 	23,591,302	 	 	 	145,461	 
	20.09.2011
	 	 	23,445,315	 	 	 	145,987	 
	20.10.2011
	 	 	23,296,064	 	 	 	149,251	 
	20.11.2011
	 	 	23,149,009	 	 	 	147,055	 
	20.12.2011
	 	 	22,998,721	 	 	 	150,288	 
	20.01.2012
	 	 	22,850,591	 	 	 	148,131	 
	20.02.2012
	 	 	22,701,924	 	 	 	148,666	 
	20.03.2012
	 	 	22,547,423	 	 	 	154,501	 
	20.04.2012
	 	 	22,397,660	 	 	 	149,763	 
	20.05.2012
	 	 	22,244,743	 	 	 	152,917	 
	20.06.2012
	 	 	22,093,885	 	 	 	150,857	 
	20.07.2012
	 	 	21,939,905	 	 	 	153,981	 
	20.08.2012
	 	 	21,787,945	 	 	 	151,960	 
	20.09.2012
	 	 	21,635,435	 	 	 	152,510	 
	20.10.2012
	 	 	21,479,850	 	 	 	155,585	 
	20.11.2012
	 	 	21,326,226	 	 	 	153,624	 
	20.12.2012
	 	 	21,169,558	 	 	 	156,668	 
	20.01.2013
	 	 	21,014,812	 	 	 	154,746	 
	20.02.2013
	 	 	20,859,507	 	 	 	155,306	 
	20.03.2013
	 	 	20,696,338	 	 	 	163,168	 
	20.04.2013
	 	 	20,539,881	 	 	 	156,458	 
	20.05.2013
	 	 	20,380,461	 	 	 	159,420	 
	20.06.2013
	 	 	20,222,861	 	 	 	157,600	 
	20.07.2013
	 	 	20,062,332	 	 	 	160,529	 
	20.08.2013
	 	 	19,903,581	 	 	 	158,751	 
	20.09.2013
	 	 	19,744,256	 	 	 	159,325	 
	20.10.2013
	 	 	19,582,052	 	 	 	162,204	 
	20.11.2013
	 	 	19,421,565	 	 	 	160,488	 
	20.12.2013
	 	 	19,258,231	 	 	 	163,334	 
	20.01.2014
	 	 	19,096,572	 	 	 	161,659	 
	20.02.2014
	 	 	18,934,329	 	 	 	162,243	 
	20.03.2014
	 	 	18,764,871	 	 	 	169,457	 
	20.04.2014
	 	 	18,601,428	 	 	 	163,443	 
	20.05.2014
	 	 	18,435,224	 	 	 	166,204	 






Facility Agreement — Execution Version





92









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.06.2014
	 	 	18,270,589	 	 	 	164,635	 
	20.07.2014
	 	 	18,103,227	 	 	 	167,362	 
	20.08.2014
	 	 	17,937,391	 	 	 	165,836	 
	20.09.2014
	 	 	17,770,955	 	 	 	166,436	 
	20.10.2014
	 	 	17,601,844	 	 	 	169,111	 
	20.11.2014
	 	 	17,434,195	 	 	 	167,649	 
	20.12.2014
	 	 	17,263,905	 	 	 	170,290	 
	20.01.2015
	 	 	17,095,033	 	 	 	168,872	 
	20.02.2015
	 	 	16,925,551	 	 	 	169,482	 
	20.03.2015
	 	 	16,749,532	 	 	 	176,019	 
	20.04.2015
	 	 	16,578,800	 	 	 	170,732	 
	20.05.2015
	 	 	16,405,517	 	 	 	173,284	 
	20.06.2015
	 	 	16,233,541	 	 	 	171,976	 
	20.07.2015
	 	 	16,059,049	 	 	 	174,492	 
	20.08.2015
	 	 	15,885,820	 	 	 	173,229	 
	20.09.2015
	 	 	0	 	 	 	15,885,820	 






Facility Agreement — Execution Version





93











 





MSN 3192








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	28,442,892	 	 	 	 	 
	20.10.2008
	 	 	28,311,132	 	 	 	131,759	 
	20.11.2008
	 	 	28,182,215	 	 	 	128,917	 
	20.12.2008
	 	 	28,049,543	 	 	 	132,672	 
	20.01.2009
	 	 	27,919,680	 	 	 	129,863	 
	20.02.2009
	 	 	27,789,347	 	 	 	130,333	 
	20.03.2009
	 	 	27,648,816	 	 	 	140,531	 
	20.04.2009
	 	 	27,517,503	 	 	 	131,313	 
	20.05.2009
	 	 	27,382,505	 	 	 	134,998	 
	20.06.2009
	 	 	27,250,229	 	 	 	132,276	 
	20.07.2009
	 	 	27,114,296	 	 	 	135,934	 
	20.08.2009
	 	 	26,981,050	 	 	 	133,246	 
	20.09.2009
	 	 	26,847,322	 	 	 	133,728	 
	20.10.2009
	 	 	26,709,978	 	 	 	137,344	 
	20.11.2009
	 	 	26,575,270	 	 	 	134,708	 
	20.12.2009
	 	 	26,436,974	 	 	 	138,296	 
	20.01.2010
	 	 	26,301,279	 	 	 	135,696	 
	20.02.2010
	 	 	26,165,092	 	 	 	136,186	 
	20.03.2010
	 	 	26,019,256	 	 	 	145,837	 
	20.04.2010
	 	 	25,882,049	 	 	 	137,206	 
	20.05.2010
	 	 	25,741,327	 	 	 	140,722	 
	20.06.2010
	 	 	25,603,116	 	 	 	138,212	 
	20.07.2010
	 	 	25,461,417	 	 	 	141,698	 
	20.08.2010
	 	 	25,322,193	 	 	 	139,224	 
	20.09.2010
	 	 	25,182,466	 	 	 	139,727	 
	20.10.2010
	 	 	25,039,295	 	 	 	143,171	 
	20.11.2010
	 	 	24,898,545	 	 	 	140,751	 
	20.12.2010
	 	 	24,754,380	 	 	 	144,164	 
	20.01.2011
	 	 	24,612,599	 	 	 	141,781	 
	20.02.2011
	 	 	24,470,306	 	 	 	142,294	 
	20.03.2011
	 	 	24,318,933	 	 	 	151,373	 
	20.04.2011
	 	 	24,175,577	 	 	 	143,356	 
	20.05.2011
	 	 	24,028,882	 	 	 	146,695	 
	20.06.2011
	 	 	23,884,477	 	 	 	144,405	 





Facility Agreement — Execution Version




94









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.07.2011
	 	 	23,736,764	 	 	 	147,714	 
	20.08.2011
	 	 	23,591,302	 	 	 	145,461	 
	20.09.2011
	 	 	23,445,315	 	 	 	145,987	 
	20.10.2011
	 	 	23,296,064	 	 	 	149,251	 
	20.11.2011
	 	 	23,149,009	 	 	 	147,055	 
	20.12.2011
	 	 	22,998,721	 	 	 	150,288	 
	20.01.2012
	 	 	22,850,591	 	 	 	148,131	 
	20.02.2012
	 	 	22,701,924	 	 	 	148,666	 
	20.03.2012
	 	 	22,547,423	 	 	 	154,501	 
	20.04.2012
	 	 	22,397,660	 	 	 	149,763	 
	20.05.2012
	 	 	22,244,743	 	 	 	152,917	 
	20.06.2012
	 	 	22,093,885	 	 	 	150,857	 
	20.07.2012
	 	 	21,939,905	 	 	 	153,981	 
	20.08.2012
	 	 	21,787,945	 	 	 	151,960	 
	20.09.2012
	 	 	21,635,435	 	 	 	152,510	 
	20.10.2012
	 	 	21,479,850	 	 	 	155,585	 
	20.11.2012
	 	 	21,326,226	 	 	 	153,624	 
	20.12.2012
	 	 	21,169,558	 	 	 	156,668	 
	20.01.2013
	 	 	21,014,812	 	 	 	154,746	 
	20.02.2013
	 	 	20,859,507	 	 	 	155,306	 
	20.03.2013
	 	 	20,696,338	 	 	 	163,168	 
	20.04.2013
	 	 	20,539,881	 	 	 	156,458	 
	20.05.2013
	 	 	20,380,461	 	 	 	159,420	 
	20.06.2013
	 	 	20,222,861	 	 	 	157,600	 
	20.07.2013
	 	 	20,062,332	 	 	 	160,529	 
	20.08.2013
	 	 	19,903,581	 	 	 	158,751	 
	20.09.2013
	 	 	19,744,256	 	 	 	159,325	 
	20.10.2013
	 	 	19,582,052	 	 	 	162,204	 
	20.11.2013
	 	 	19,421,565	 	 	 	160,488	 
	20.12.2013
	 	 	19,258,231	 	 	 	163,334	 
	20.01.2014
	 	 	19,096,572	 	 	 	161,659	 
	20.02.2014
	 	 	18,934,329	 	 	 	162,243	 
	20.03.2014
	 	 	18,764,871	 	 	 	169,457	 
	20.04.2014
	 	 	18,601,428	 	 	 	163,443	 
	20.05.2014
	 	 	18,435,224	 	 	 	166,204	 
	20.06.2014
	 	 	18,270,589	 	 	 	164,635	 
	20.07.2014
	 	 	18,103,227	 	 	 	167,362	 
	20.08.2014
	 	 	17,937,391	 	 	 	165,836	 
	20.09.2014
	 	 	17,770,955	 	 	 	166,436	 





Facility Agreement — Execution Version




95









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.10.2014
	 	 	17,601,844	 	 	 	169,111	 
	20.11.2014
	 	 	17,434,195	 	 	 	167,649	 
	20.12.2014
	 	 	17,263,905	 	 	 	170,290	 
	20.01.2015
	 	 	17,095,033	 	 	 	168,872	 
	20.02.2015
	 	 	16,925,551	 	 	 	169,482	 
	20.03.2015
	 	 	16,749,532	 	 	 	176,019	 
	20.04.2015
	 	 	16,578,800	 	 	 	170,732	 
	20.05.2015
	 	 	16,405,517	 	 	 	173,284	 
	20.06.2015
	 	 	16,233,541	 	 	 	171,976	 
	20.07.2015
	 	 	16,059,049	 	 	 	174,492	 
	20.08.2015
	 	 	15,885,820	 	 	 	173,229	 
	20.09.2015
	 	 	0	 	 	 	15,885,820	 





Facility Agreement — Execution Version





96









 






MSN 3227




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	28,442,892	 	 	 	 	 
	20.10.2008
	 	 	28,311,132	 	 	 	131,759	 
	20.11.2008
	 	 	28,182,215	 	 	 	128,917	 
	20.12.2008
	 	 	28,049,543	 	 	 	132,672	 
	20.01.2009
	 	 	27,919,680	 	 	 	129,863	 
	20.02.2009
	 	 	27,789,347	 	 	 	130,333	 
	20.03.2009
	 	 	27,648,816	 	 	 	140,531	 
	20.04.2009
	 	 	27,517,503	 	 	 	131,313	 
	20.05.2009
	 	 	27,382,505	 	 	 	134,998	 
	20.06.2009
	 	 	27,250,229	 	 	 	132,276	 
	20.07.2009
	 	 	27,114,296	 	 	 	135,934	 
	20.08.2009
	 	 	26,981,050	 	 	 	133,246	 
	20.09.2009
	 	 	26,847,322	 	 	 	133,728	 
	20.10.2009
	 	 	26,709,978	 	 	 	137,344	 
	20.11.2009
	 	 	26,575,270	 	 	 	134,708	 
	20.12.2009
	 	 	26,436,974	 	 	 	138,296	 
	20.01.2010
	 	 	26,301,279	 	 	 	135,696	 
	20.02.2010
	 	 	26,165,092	 	 	 	136,186	 
	20.03.2010
	 	 	26,019,256	 	 	 	145,837	 
	20.04.2010
	 	 	25,882,049	 	 	 	137,206	 
	20.05.2010
	 	 	25,741,327	 	 	 	140,722	 
	20.06.2010
	 	 	25,603,116	 	 	 	138,212	 
	20.07.2010
	 	 	25,461,417	 	 	 	141,698	 
	20.08.2010
	 	 	25,322,193	 	 	 	139,224	 
	20.09.2010
	 	 	25,182,466	 	 	 	139,727	 
	20.10.2010
	 	 	25,039,295	 	 	 	143,171	 
	20.11.2010
	 	 	24,898,545	 	 	 	140,751	 
	20.12.2010
	 	 	24,754,380	 	 	 	144,164	 
	20.01.2011
	 	 	24,612,599	 	 	 	141,781	 
	20.02.2011
	 	 	24,470,306	 	 	 	142,294	 
	20.03.2011
	 	 	24,318,933	 	 	 	151,373	 
	20.04.2011
	 	 	24,175,577	 	 	 	143,356	 
	20.05.2011
	 	 	24,028,882	 	 	 	146,695	 






Facility Agreement — Execution Version




97









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.06.2011
	 	 	23,884,477	 	 	 	144,405	 
	20.07.2011
	 	 	23,736,764	 	 	 	147,714	 
	20.08.2011
	 	 	23,591,302	 	 	 	145,461	 
	20.09.2011
	 	 	23,445,315	 	 	 	145,987	 
	20.10.2011
	 	 	23,296,064	 	 	 	149,251	 
	20.11.2011
	 	 	23,149,009	 	 	 	147,055	 
	20.12.2011
	 	 	22,998,721	 	 	 	150,288	 
	20.01.2012
	 	 	22,850,591	 	 	 	148,131	 
	20.02.2012
	 	 	22,701,924	 	 	 	148,666	 
	20.03.2012
	 	 	22,547,423	 	 	 	154,501	 
	20.04.2012
	 	 	22,397,660	 	 	 	149,763	 
	20.05.2012
	 	 	22,244,743	 	 	 	152,917	 
	20.06.2012
	 	 	22,093,885	 	 	 	150,857	 
	20.07.2012
	 	 	21,939,905	 	 	 	153,981	 
	20.08.2012
	 	 	21,787,945	 	 	 	151,960	 
	20.09.2012
	 	 	21,635,435	 	 	 	152,510	 
	20.10.2012
	 	 	21,479,850	 	 	 	155,585	 
	20.11.2012
	 	 	21,326,226	 	 	 	153,624	 
	20.12.2012
	 	 	21,169,558	 	 	 	156,668	 
	20.01.2013
	 	 	21,014,812	 	 	 	154,746	 
	20.02.2013
	 	 	20,859,507	 	 	 	155,306	 
	20.03.2013
	 	 	20,696,338	 	 	 	163,168	 
	20.04.2013
	 	 	20,539,881	 	 	 	156,458	 
	20.05.2013
	 	 	20,380,461	 	 	 	159,420	 
	20.06.2013
	 	 	20,222,861	 	 	 	157,600	 
	20.07.2013
	 	 	20,062,332	 	 	 	160,529	 
	20.08.2013
	 	 	19,903,581	 	 	 	158,751	 
	20.09.2013
	 	 	19,744,256	 	 	 	159,325	 
	20.10.2013
	 	 	19,582,052	 	 	 	162,204	 
	20.11.2013
	 	 	19,421,565	 	 	 	160,488	 
	20.12.2013
	 	 	19,258,231	 	 	 	163,334	 
	20.01.2014
	 	 	19,096,572	 	 	 	161,659	 
	20.02.2014
	 	 	18,934,329	 	 	 	162,243	 
	20.03.2014
	 	 	18,764,871	 	 	 	169,457	 
	20.04.2014
	 	 	18,601,428	 	 	 	163,443	 
	20.05.2014
	 	 	18,435,224	 	 	 	166,204	 
	20.06.2014
	 	 	18,270,589	 	 	 	164,635	 
	20.07.2014
	 	 	18,103,227	 	 	 	167,362	 
	20.08.2014
	 	 	17,937,391	 	 	 	165,836	 






Facility Agreement — Execution Version




98









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2014
	 	 	17,770,955	 	 	 	166,436	 
	20.10.2014
	 	 	17,601,844	 	 	 	169,111	 
	20.11.2014
	 	 	17,434,195	 	 	 	167,649	 
	20.12.2014
	 	 	17,263,905	 	 	 	170,290	 
	20.01.2015
	 	 	17,095,033	 	 	 	168,872	 
	20.02.2015
	 	 	16,925,551	 	 	 	169,482	 
	20.03.2015
	 	 	16,749,532	 	 	 	176,019	 
	20.04.2015
	 	 	16,578,800	 	 	 	170,732	 
	20.05.2015
	 	 	16,405,517	 	 	 	173,284	 
	20.06.2015
	 	 	16,233,541	 	 	 	171,976	 
	20.07.2015
	 	 	16,059,049	 	 	 	174,492	 
	20.08.2015
	 	 	15,885,820	 	 	 	173,229	 
	20.09.2015
	 	 	0	 	 	 	15,885,820	 






Facility Agreement — Execution Version




99









 






MSN28654




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	21,079,991	 	 	 	 	 
	20.10.2008
	 	 	20,956,571	 	 	 	123,420	 
	20.11.2008
	 	 	20,835,164	 	 	 	121,407	 
	20.12.2008
	 	 	20,710,887	 	 	 	124,277	 
	20.01.2009
	 	 	20,588,591	 	 	 	122,296	 
	20.02.2009
	 	 	20,465,853	 	 	 	122,738	 
	20.03.2009
	 	 	20,335,508	 	 	 	130,345	 
	20.04.2009
	 	 	20,211,855	 	 	 	123,653	 
	20.05.2009
	 	 	20,085,396	 	 	 	126,459	 
	20.06.2009
	 	 	19,960,838	 	 	 	124,558	 
	20.07.2009
	 	 	19,833,501	 	 	 	127,337	 
	20.08.2009
	 	 	19,708,032	 	 	 	125,469	 
	20.09.2009
	 	 	19,582,109	 	 	 	125,923	 
	20.10.2009
	 	 	19,453,446	 	 	 	128,663	 
	20.11.2009
	 	 	19,326,603	 	 	 	126,843	 
	20.12.2009
	 	 	19,197,046	 	 	 	129,557	 
	20.01.2010
	 	 	19,069,275	 	 	 	127,771	 
	20.02.2010
	 	 	18,941,042	 	 	 	128,233	 
	20.03.2010
	 	 	18,805,716	 	 	 	135,326	 
	20.04.2010
	 	 	18,676,530	 	 	 	129,186	 
	20.05.2010
	 	 	18,544,698	 	 	 	131,832	 
	20.06.2010
	 	 	18,414,568	 	 	 	130,130	 
	20.07.2010
	 	 	18,281,818	 	 	 	132,749	 
	20.08.2010
	 	 	18,150,738	 	 	 	131,081	 
	20.09.2010
	 	 	18,019,183	 	 	 	131,555	 
	20.10.2010
	 	 	17,885,050	 	 	 	134,133	 
	20.11.2010
	 	 	17,752,534	 	 	 	132,516	 
	20.12.2010
	 	 	17,617,468	 	 	 	135,066	 
	20.01.2011
	 	 	17,483,984	 	 	 	133,484	 
	20.02.2011
	 	 	17,350,018	 	 	 	133,966	 
	20.03.2011
	 	 	17,209,494	 	 	 	140,523	 
	20.04.2011
	 	 	17,074,535	 	 	 	134,959	 
	20.05.2011
	 	 	16,937,096	 	 	 	137,439	 
	20.06.2011
	 	 	16,801,152	 	 	 	135,944	 






Facility Agreement — Execution Version




100









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.07.2011
	 	 	16,662,755	 	 	 	138,396	 
	20.08.2011
	 	 	16,525,819	 	 	 	136,936	 
	20.09.2011
	 	 	16,388,387	 	 	 	137,432	 
	20.10.2011
	 	 	16,248,547	 	 	 	139,841	 
	20.11.2011
	 	 	16,110,112	 	 	 	138,435	 
	20.12.2011
	 	 	15,969,297	 	 	 	140,815	 
	20.01.2012
	 	 	15,829,853	 	 	 	139,444	 
	20.02.2012
	 	 	15,689,904	 	 	 	139,949	 
	20.03.2012
	 	 	15,545,788	 	 	 	144,116	 
	20.04.2012
	 	 	15,404,812	 	 	 	140,976	 
	20.05.2012
	 	 	15,261,529	 	 	 	143,283	 
	20.06.2012
	 	 	15,119,524	 	 	 	142,004	 
	20.07.2012
	 	 	14,975,243	 	 	 	144,282	 
	20.08.2012
	 	 	14,832,203	 	 	 	143,040	 
	20.09.2012
	 	 	14,688,646	 	 	 	143,557	 
	20.10.2012
	 	 	14,542,856	 	 	 	145,790	 
	20.11.2012
	 	 	14,398,253	 	 	 	144,603	 
	20.12.2012
	 	 	14,251,446	 	 	 	146,806	 
	20.01.2013
	 	 	14,105,789	 	 	 	145,657	 
	20.02.2013
	 	 	13,959,605	 	 	 	146,184	 
	20.03.2013
	 	 	13,808,006	 	 	 	151,599	 
	20.04.2013
	 	 	13,660,745	 	 	 	147,261	 
	20.05.2013
	 	 	13,511,357	 	 	 	149,388	 
	20.06.2013
	 	 	13,363,023	 	 	 	148,334	 
	20.07.2013
	 	 	13,212,594	 	 	 	150,430	 
	20.08.2013
	 	 	13,063,179	 	 	 	149,415	 
	20.09.2013
	 	 	12,913,224	 	 	 	149,955	 
	20.10.2013
	 	 	12,761,220	 	 	 	152,004	 
	20.11.2013
	 	 	12,610,173	 	 	 	151,047	 
	20.12.2013
	 	 	12,457,109	 	 	 	153,065	 
	20.01.2014
	 	 	12,304,962	 	 	 	152,147	 
	20.02.2014
	 	 	12,152,265	 	 	 	152,697	 
	20.03.2014
	 	 	11,994,762	 	 	 	157,503	 
	20.04.2014
	 	 	11,840,943	 	 	 	153,819	 
	20.05.2014
	 	 	11,685,186	 	 	 	155,757	 
	20.06.2014
	 	 	11,530,248	 	 	 	154,939	 
	20.07.2014
	 	 	11,373,403	 	 	 	156,844	 
	20.08.2014
	 	 	11,217,337	 	 	 	156,066	 
	20.09.2014
	 	 	11,060,706	 	 	 	156,631	 






Facility Agreement — Execution Version




101









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.10.2014
	 	 	10,902,219	 	 	 	158,488	 
	20.11.2014
	 	 	10,744,448	 	 	 	157,770	 
	20.12.2014
	 	 	10,584,854	 	 	 	159,595	 
	20.01.2015
	 	 	10,425,935	 	 	 	158,918	 
	20.02.2015
	 	 	10,266,442	 	 	 	159,493	 
	20.03.2015
	 	 	10,102,779	 	 	 	163,663	 
	20.04.2015
	 	 	9,942,118	 	 	 	160,662	 
	20.05.2015
	 	 	9,779,715	 	 	 	162,403	 
	20.06.2015
	 	 	9,617,885	 	 	 	161,830	 
	20.07.2015
	 	 	9,454,347	 	 	 	163,538	 
	20.08.2015
	 	 	9,291,340	 	 	 	163,007	 
	20.09.2015
	 	 	0	 	 	 	9,291,340	 






Facility Agreement - Execution Version




102









 






MSN32582




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	20,894,718	 	 	 	 	 
	20.10.2008
	 	 	20,773,204	 	 	 	121,514	 
	20.11.2008
	 	 	20,653,688	 	 	 	119,516	 
	20.12.2008
	 	 	20,531,330	 	 	 	122,358	 
	20.01.2009
	 	 	20,410,940	 	 	 	120,391	 
	20.02.2009
	 	 	20,290,114	 	 	 	120,826	 
	20.03.2009
	 	 	20,161,749	 	 	 	128,365	 
	20.04.2009
	 	 	20,040,022	 	 	 	121,727	 
	20.05.2009
	 	 	19,915,516	 	 	 	124,505	 
	20.06.2009
	 	 	19,792,899	 	 	 	122,618	 
	20.07.2009
	 	 	19,667,528	 	 	 	125,370	 
	20.08.2009
	 	 	19,544,014	 	 	 	123,515	 
	20.09.2009
	 	 	19,420,052	 	 	 	123,961	 
	20.10.2009
	 	 	19,293,377	 	 	 	126,675	 
	20.11.2009
	 	 	19,168,509	 	 	 	124,868	 
	20.12.2009
	 	 	19,040,953	 	 	 	127,556	 
	20.01.2010
	 	 	18,915,172	 	 	 	125,781	 
	20.02.2010
	 	 	18,788,937	 	 	 	126,236	 
	20.03.2010
	 	 	18,655,668	 	 	 	133,268	 
	20.04.2010
	 	 	18,528,494	 	 	 	127,174	 
	20.05.2010
	 	 	18,398,698	 	 	 	129,796	 
	20.06.2010
	 	 	18,270,595	 	 	 	128,104	 
	20.07.2010
	 	 	18,139,896	 	 	 	130,698	 
	20.08.2010
	 	 	18,010,857	 	 	 	129,040	 
	20.09.2010
	 	 	17,881,350	 	 	 	129,506	 
	20.10.2010
	 	 	17,749,290	 	 	 	132,061	 
	20.11.2010
	 	 	17,618,837	 	 	 	130,452	 
	20.12.2010
	 	 	17,485,858	 	 	 	132,980	 
	20.01.2011
	 	 	17,354,453	 	 	 	131,405	 
	20.02.2011
	 	 	17,222,572	 	 	 	131,880	 
	20.03.2011
	 	 	17,084,187	 	 	 	138,385	 
	20.04.2011
	 	 	16,951,329	 	 	 	132,858	 
	20.05.2011
	 	 	16,816,014	 	 	 	135,316	 
	20.06.2011
	 	 	16,682,186	 	 	 	133,828	 






Facility Agreement - Execution Version




103









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.07.2011
	 	 	16,545,928	 	 	 	136,258	 
	20.08.2011
	 	 	16,411,124	 	 	 	134,804	 
	20.09.2011
	 	 	16,275,832	 	 	 	135,292	 
	20.10.2011
	 	 	16,138,151	 	 	 	137,680	 
	20.11.2011
	 	 	16,001,872	 	 	 	136,279	 
	20.12.2011
	 	 	15,863,233	 	 	 	138,639	 
	20.01.2012
	 	 	15,725,960	 	 	 	137,274	 
	20.02.2012
	 	 	15,588,190	 	 	 	137,770	 
	20.03.2012
	 	 	15,446,284	 	 	 	141,906	 
	20.04.2012
	 	 	15,307,503	 	 	 	138,781	 
	20.05.2012
	 	 	15,166,433	 	 	 	141,069	 
	20.06.2012
	 	 	15,026,640	 	 	 	139,794	 
	20.07.2012
	 	 	14,884,587	 	 	 	142,052	 
	20.08.2012
	 	 	14,743,774	 	 	 	140,813	 
	20.09.2012
	 	 	14,602,452	 	 	 	141,322	 
	20.10.2012
	 	 	14,458,915	 	 	 	143,537	 
	20.11.2012
	 	 	14,316,563	 	 	 	142,352	 
	20.12.2012
	 	 	14,172,025	 	 	 	144,538	 
	20.01.2013
	 	 	14,028,635	 	 	 	143,390	 
	20.02.2013
	 	 	13,884,726	 	 	 	143,909	 
	20.03.2013
	 	 	13,735,438	 	 	 	149,289	 
	20.04.2013
	 	 	13,590,469	 	 	 	144,969	 
	20.05.2013
	 	 	13,443,390	 	 	 	147,079	 
	20.06.2013
	 	 	13,297,364	 	 	 	146,025	 
	20.07.2013
	 	 	13,149,260	 	 	 	148,105	 
	20.08.2013
	 	 	13,002,171	 	 	 	147,089	 
	20.09.2013
	 	 	12,854,550	 	 	 	147,621	 
	20.10.2013
	 	 	12,704,895	 	 	 	149,655	 
	20.11.2013
	 	 	12,556,199	 	 	 	148,696	 
	20.12.2013
	 	 	12,405,500	 	 	 	150,699	 
	20.01.2014
	 	 	12,255,721	 	 	 	149,779	 
	20.02.2014
	 	 	12,105,400	 	 	 	150,321	 
	20.03.2014
	 	 	11,950,299	 	 	 	155,101	 
	20.04.2014
	 	 	11,798,874	 	 	 	151,425	 
	20.05.2014
	 	 	11,645,524	 	 	 	153,349	 
	20.06.2014
	 	 	11,492,997	 	 	 	152,528	 
	20.07.2014
	 	 	11,338,576	 	 	 	154,420	 
	20.08.2014
	 	 	11,184,939	 	 	 	153,638	 
	20.09.2014
	 	 	11,030,745	 	 	 	154,193	 






Facility Agreement - Execution Version




104









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.10.2014
	 	 	10,874,707	 	 	 	156,038	 
	20.11.2014
	 	 	10,719,392	 	 	 	155,315	 
	20.12.2014
	 	 	10,562,264	 	 	 	157,128	 
	20.01.2015
	 	 	10,405,819	 	 	 	156,445	 
	20.02.2015
	 	 	10,248,808	 	 	 	157,011	 
	20.03.2015
	 	 	10,087,642	 	 	 	161,166	 
	20.04.2015
	 	 	9,929,480	 	 	 	158,162	 
	20.05.2015
	 	 	9,769,587	 	 	 	159,892	 
	20.06.2015
	 	 	9,610,275	 	 	 	159,312	 
	20.07.2015
	 	 	9,449,266	 	 	 	161,010	 
	20.08.2015
	 	 	9,288,795	 	 	 	160,471	 
	20.09.2015
	 	 	0	 	 	 	9,288,795	 






Facility Agreement - Execution Version




105









 






MSN1136




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	16,729,498	 	 	 	 	 
	20.10.2008
	 	 	16,640,123	 	 	 	89,375	 
	20.11.2008
	 	 	16,552,377	 	 	 	87,746	 
	20.12.2008
	 	 	16,462,382	 	 	 	89,995	 
	20.01.2009
	 	 	16,373,993	 	 	 	88,389	 
	20.02.2009
	 	 	16,285,284	 	 	 	88,709	 
	20.03.2009
	 	 	16,190,555	 	 	 	94,729	 
	20.04.2009
	 	 	16,101,183	 	 	 	89,372	 
	20.05.2009
	 	 	16,009,609	 	 	 	91,574	 
	20.06.2009
	 	 	15,919,582	 	 	 	90,027	 
	20.07.2009
	 	 	15,827,373	 	 	 	92,210	 
	20.08.2009
	 	 	15,736,687	 	 	 	90,686	 
	20.09.2009
	 	 	15,645,673	 	 	 	91,014	 
	20.10.2009
	 	 	15,552,505	 	 	 	93,168	 
	20.11.2009
	 	 	15,460,825	 	 	 	91,680	 
	20.12.2009
	 	 	15,367,010	 	 	 	93,815	 
	20.01.2010
	 	 	15,274,660	 	 	 	92,351	 
	20.02.2010
	 	 	15,181,975	 	 	 	92,685	 
	20.03.2010
	 	 	15,083,641	 	 	 	98,334	 
	20.04.2010
	 	 	14,990,266	 	 	 	93,376	 
	20.05.2010
	 	 	14,894,804	 	 	 	95,462	 
	20.06.2010
	 	 	14,800,745	 	 	 	94,058	 
	20.07.2010
	 	 	14,704,620	 	 	 	96,125	 
	20.08.2010
	 	 	14,609,873	 	 	 	94,746	 
	20.09.2010
	 	 	14,514,784	 	 	 	95,089	 
	20.10.2010
	 	 	14,417,658	 	 	 	97,126	 
	20.11.2010
	 	 	14,321,874	 	 	 	95,784	 
	20.12.2010
	 	 	14,224,072	 	 	 	97,801	 
	20.01.2011
	 	 	14,127,588	 	 	 	96,484	 
	20.02.2011
	 	 	14,030,755	 	 	 	96,833	 
	20.03.2011
	 	 	13,928,661	 	 	 	102,094	 
	20.04.2011
	 	 	13,831,108	 	 	 	97,553	 
	20.05.2011
	 	 	13,731,589	 	 	 	99,519	 
	20.06.2011
	 	 	13,633,323	 	 	 	98,265	 
	20.07.2011
	 	 	13,533,112	 	 	 	100,211	 
	20.08.2011
	 	 	13,434,129	 	 	 	98,983	 
	20.09.2011
	 	 	13,334,787	 	 	 	99,341	 
	20.10.2011
	 	 	13,233,531	 	 	 	101,256	 
	20.11.2011
	 	 	13,133,464	 	 	 	100,067	 
	20.12.2011
	 	 	13,031,503	 	 	 	101,961	 
	20.01.2012
	 	 	12,930,706	 	 	 	100,797	 
	20.02.2012
	 	 	12,829,544	 	 	 	101,162	 
	20.03.2012
	 	 	12,725,023	 	 	 	104,521	 
	20.04.2012
	 	 	12,623,117	 	 	 	101,906	 
	20.05.2012
	 	 	12,519,370	 	 	 	103,747	 






Facility Agreement - Execution Version




106









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.06.2012
	 	 	12,416,720	 	 	 	102,650	 
	20.07.2012
	 	 	12,312,250	 	 	 	104,470	 
	20.08.2012
	 	 	12,208,852	 	 	 	103,399	 
	20.09.2012
	 	 	12,105,079	 	 	 	103,773	 
	20.10.2012
	 	 	11,999,519	 	 	 	105,560	 
	20.11.2012
	 	 	11,894,989	 	 	 	104,530	 
	20.12.2012
	 	 	11,788,693	 	 	 	106,296	 
	20.01.2013
	 	 	11,683,401	 	 	 	105,292	 
	20.02.2013
	 	 	11,577,728	 	 	 	105,673	 
	20.03.2013
	 	 	11,467,621	 	 	 	110,107	 
	20.04.2013
	 	 	11,361,167	 	 	 	106,453	 
	20.05.2013
	 	 	11,253,003	 	 	 	108,164	 
	20.06.2013
	 	 	11,145,773	 	 	 	107,230	 
	20.07.2013
	 	 	11,036,856	 	 	 	108,918	 
	20.08.2013
	 	 	10,928,844	 	 	 	108,011	 
	20.09.2013
	 	 	10,820,442	 	 	 	108,402	 
	20.10.2013
	 	 	10,710,386	 	 	 	110,056	 
	20.11.2013
	 	 	10,601,194	 	 	 	109,192	 
	20.12.2013
	 	 	10,490,370	 	 	 	110,824	 
	20.01.2014
	 	 	10,380,382	 	 	 	109,988	 
	20.02.2014
	 	 	10,269,996	 	 	 	110,386	 
	20.03.2014
	 	 	10,155,617	 	 	 	114,379	 
	20.04.2014
	 	 	10,044,418	 	 	 	111,199	 
	20.05.2014
	 	 	9,931,646	 	 	 	112,773	 
	20.06.2014
	 	 	9,819,637	 	 	 	112,009	 
	20.07.2014
	 	 	9,706,078	 	 	 	113,559	 
	20.08.2014
	 	 	9,593,253	 	 	 	112,824	 
	20.09.2014
	 	 	9,480,021	 	 	 	113,232	 
	20.10.2014
	 	 	9,365,273	 	 	 	114,748	 
	20.11.2014
	 	 	9,251,216	 	 	 	114,057	 
	20.12.2014
	 	 	9,135,667	 	 	 	115,549	 
	20.01.2015
	 	 	9,020,780	 	 	 	114,887	 
	20.02.2015
	 	 	8,905,477	 	 	 	115,303	 
	20.03.2015
	 	 	8,786,640	 	 	 	118,837	 
	20.04.2015
	 	 	8,670,490	 	 	 	116,150	 
	20.05.2015
	 	 	8,552,909	 	 	 	117,581	 
	20.06.2015
	 	 	8,435,914	 	 	 	116,995	 
	20.07.2015
	 	 	8,317,512	 	 	 	118,402	 
	20.08.2015
	 	 	8,199,665	 	 	 	117,846	 
	20.09.2015
	 	 	0	 	 	 	8,199,665	 






Facility Agreement - Execution Version




107









 






MSN 1155




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	16,729,498	 	 	 	 	 
	20.10.2008
	 	 	16,640,123	 	 	 	89,375	 
	20.11.2008
	 	 	16,552,377	 	 	 	87,746	 
	20.12.2008
	 	 	16,462,382	 	 	 	89,995	 
	20.01.2009
	 	 	16,373,993	 	 	 	88,389	 
	20.02.2009
	 	 	16,285,284	 	 	 	88,709	 
	20.03.2009
	 	 	16,190,555	 	 	 	94,729	 
	20.04.2009
	 	 	16,101,183	 	 	 	89,372	 
	20.05.2009
	 	 	16,009,609	 	 	 	91,574	 
	20.06.2009
	 	 	15,919,582	 	 	 	90,027	 
	20.07.2009
	 	 	15,827,373	 	 	 	92,210	 
	20.08.2009
	 	 	15,736,687	 	 	 	90,686	 
	20.09.2009
	 	 	15,645,673	 	 	 	91,014	 
	20.10.2009
	 	 	15,552,505	 	 	 	93,168	 
	20.11.2009
	 	 	15,460,825	 	 	 	91,680	 
	20.12.2009
	 	 	15,367,010	 	 	 	93,815	 
	20.01.2010
	 	 	15,274,660	 	 	 	92,351	 
	20.02.2010
	 	 	15,181,975	 	 	 	92,685	 
	20.03.2010
	 	 	15,083,641	 	 	 	98,334	 
	20.04.2010
	 	 	14,990,266	 	 	 	93,376	 
	20.05.2010
	 	 	14,894,804	 	 	 	95,462	 
	20.06.2010
	 	 	14,800,745	 	 	 	94,058	 
	20.07.2010
	 	 	14,704,620	 	 	 	96,125	 
	20.08.2010
	 	 	14,609,873	 	 	 	94,746	 
	20.09.2010
	 	 	14,514,784	 	 	 	95,089	 
	20.10.2010
	 	 	14,417,658	 	 	 	97,126	 
	20.11.2010
	 	 	14,321,874	 	 	 	95,784	 
	20.12.2010
	 	 	14,224,072	 	 	 	97,801	 
	20.01.2011
	 	 	14,127,588	 	 	 	96,484	 
	20.02.2011
	 	 	14,030,755	 	 	 	96,833	 
	20.03.2011
	 	 	13,928,661	 	 	 	102,094	 
	20.04.2011
	 	 	13,831,108	 	 	 	97,553	 
	20.05.2011
	 	 	13,731,589	 	 	 	99,519	 
	20.06.2011
	 	 	13,633,323	 	 	 	98,265	 
	20.07.2011
	 	 	13,533,112	 	 	 	100,211	 
	20.08.2011
	 	 	13,434,129	 	 	 	98,983	 
	20.09.2011
	 	 	13,334,787	 	 	 	99,341	 
	20.10.2011
	 	 	13,233,531	 	 	 	101,256	 
	20.11.2011
	 	 	13,133,464	 	 	 	100,067	 
	20.12.2011
	 	 	13,031,503	 	 	 	101,961	 
	20.01.2012
	 	 	12,930,706	 	 	 	100,797	 
	20.02.2012
	 	 	12,829,544	 	 	 	101,162	 
	20.03.2012
	 	 	12,725,023	 	 	 	104,521	 
	20.04.2012
	 	 	12,623,117	 	 	 	101,906	 
	20.05.2012
	 	 	12,519,370	 	 	 	103,747	 






Facility Agreement - Execution Version




108









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.06.2012
	 	 	12,416,720	 	 	 	102,650	 
	20.07.2012
	 	 	12,312,250	 	 	 	104,470	 
	20.08.2012
	 	 	12,208,852	 	 	 	103,399	 
	20.09.2012
	 	 	12,105,079	 	 	 	103,773	 
	20.10.2012
	 	 	11,999,519	 	 	 	105,560	 
	20.11.2012
	 	 	11,894,989	 	 	 	104,530	 
	20.12.2012
	 	 	11,788,693	 	 	 	106,296	 
	20.01.2013
	 	 	11,683,401	 	 	 	105,292	 
	20.02.2013
	 	 	11,577,728	 	 	 	105,673	 
	20.03.2013
	 	 	11,467,621	 	 	 	110,107	 
	20.04.2013
	 	 	11,361,167	 	 	 	106,453	 
	20.05.2013
	 	 	11,253,003	 	 	 	108,164	 
	20.06.2013
	 	 	11,145,773	 	 	 	107,230	 
	20.07.2013
	 	 	11,036,856	 	 	 	108,918	 
	20.08.2013
	 	 	10,928,844	 	 	 	108,011	 
	20.09.2013
	 	 	10,820,442	 	 	 	108,402	 
	20.10.2013
	 	 	10,710,386	 	 	 	110,056	 
	20.11.2013
	 	 	10,601,194	 	 	 	109,192	 
	20.12.2013
	 	 	10,490,370	 	 	 	110,824	 
	20.01.2014
	 	 	10,380,382	 	 	 	109,988	 
	20.02.2014
	 	 	10,269,996	 	 	 	110,386	 
	20.03.2014
	 	 	10,155,617	 	 	 	114,379	 
	20.04.2014
	 	 	10,044,418	 	 	 	111,199	 
	20.05.2014
	 	 	9,931,646	 	 	 	112,773	 
	20.06.2014
	 	 	9,819,637	 	 	 	112,009	 
	20.07.2014
	 	 	9,706,078	 	 	 	113,559	 
	20.08.2014
	 	 	9,593,253	 	 	 	112,824	 
	20.09.2014
	 	 	9,480,021	 	 	 	113,232	 
	20.10.2014
	 	 	9,365,273	 	 	 	114,748	 
	20.11.2014
	 	 	9,251,216	 	 	 	114,057	 
	20.12.2014
	 	 	9,135,667	 	 	 	115,549	 
	20.01.2015
	 	 	9,020,780	 	 	 	114,887	 
	20.02.2015
	 	 	8,905,477	 	 	 	115,303	 
	20.03.2015
	 	 	8,786,640	 	 	 	118,837	 
	20.04.2015
	 	 	8,670,490	 	 	 	116,150	 
	20.05.2015
	 	 	8,552,909	 	 	 	117,581	 
	20.06.2015
	 	 	8,435,914	 	 	 	116,995	 
	20.07.2015
	 	 	8,317,512	 	 	 	118,402	 
	20.08.2015
	 	 	8,199,665	 	 	 	117,846	 
	20.09.2015
	 	 	0	 	 	 	8,199,665	 






Facility Agreement - Execution Version




109









 






MSN1493




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	20,688,858	 	 	 	 	 
	20.10.2008
	 	 	20,586,443	 	 	 	102,415	 
	20.11.2008
	 	 	20,486,071	 	 	 	100,372	 
	20.12.2008
	 	 	20,382,946	 	 	 	103,125	 
	20.01.2009
	 	 	20,281,838	 	 	 	101,108	 
	20.02.2009
	 	 	20,180,365	 	 	 	101,474	 
	20.03.2009
	 	 	20,071,461	 	 	 	108,904	 
	20.04.2009
	 	 	19,969,227	 	 	 	102,234	 
	20.05.2009
	 	 	19,864,293	 	 	 	104,934	 
	20.06.2009
	 	 	19,761,309	 	 	 	102,984	 
	20.07.2009
	 	 	19,655,648	 	 	 	105,662	 
	20.08.2009
	 	 	19,551,909	 	 	 	103,738	 
	20.09.2009
	 	 	19,447,796	 	 	 	104,113	 
	20.10.2009
	 	 	19,341,037	 	 	 	106,759	 
	20.11.2009
	 	 	19,236,161	 	 	 	104,876	 
	20.12.2009
	 	 	19,128,661	 	 	 	107,500	 
	20.01.2010
	 	 	19,023,017	 	 	 	105,644	 
	20.02.2010
	 	 	18,916,991	 	 	 	106,026	 
	20.03.2010
	 	 	18,803,960	 	 	 	113,031	 
	20.04.2010
	 	 	18,697,142	 	 	 	106,819	 
	20.05.2010
	 	 	18,587,755	 	 	 	109,386	 
	20.06.2010
	 	 	18,480,155	 	 	 	107,600	 
	20.07.2010
	 	 	18,370,009	 	 	 	110,146	 
	20.08.2010
	 	 	18,261,621	 	 	 	108,388	 
	20.09.2010
	 	 	18,152,841	 	 	 	108,780	 
	20.10.2010
	 	 	18,041,550	 	 	 	111,291	 
	20.11.2010
	 	 	17,931,974	 	 	 	109,576	 
	20.12.2010
	 	 	17,819,910	 	 	 	112,064	 
	20.01.2011
	 	 	17,709,532	 	 	 	110,378	 
	20.02.2011
	 	 	17,598,756	 	 	 	110,777	 
	20.03.2011
	 	 	17,481,419	 	 	 	117,337	 
	20.04.2011
	 	 	17,369,817	 	 	 	111,602	 
	20.05.2011
	 	 	17,255,785	 	 	 	114,032	 
	20.06.2011
	 	 	17,143,367	 	 	 	112,418	 
	20.07.2011
	 	 	17,028,543	 	 	 	114,824	 
	20.08.2011
	 	 	16,915,303	 	 	 	113,240	 
	20.09.2011
	 	 	16,801,654	 	 	 	113,649	 
	20.10.2011
	 	 	16,685,634	 	 	 	116,020	 
	20.11.2011
	 	 	16,571,154	 	 	 	114,480	 
	20.12.2011
	 	 	16,454,327	 	 	 	116,827	 
	20.01.2012
	 	 	16,339,010	 	 	 	115,316	 
	20.02.2012
	 	 	16,223,277	 	 	 	115,733	 
	20.03.2012
	 	 	16,103,339	 	 	 	119,937	 
	20.04.2012
	 	 	15,986,754	 	 	 	116,586	 
	20.05.2012
	 	 	15,867,881	 	 	 	118,873	 






Facility Agreement - Execution Version




110









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.06.2012
	 	 	15,750,444	 	 	 	117,437	 
	20.07.2012
	 	 	15,630,744	 	 	 	119,700	 
	20.08.2012
	 	 	15,512,449	 	 	 	118,295	 
	20.09.2012
	 	 	15,393,726	 	 	 	118,723	 
	20.10.2012
	 	 	15,272,778	 	 	 	120,948	 
	20.11.2012
	 	 	15,153,189	 	 	 	119,590	 
	20.12.2012
	 	 	15,031,398	 	 	 	121,790	 
	20.01.2013
	 	 	14,910,936	 	 	 	120,463	 
	20.02.2013
	 	 	14,790,038	 	 	 	120,898	 
	20.03.2013
	 	 	14,663,525	 	 	 	126,512	 
	20.04.2013
	 	 	14,541,732	 	 	 	121,793	 
	20.05.2013
	 	 	14,417,802	 	 	 	123,930	 
	20.06.2013
	 	 	14,295,120	 	 	 	122,682	 
	20.07.2013
	 	 	14,170,327	 	 	 	124,793	 
	20.08.2013
	 	 	14,046,750	 	 	 	123,577	 
	20.09.2013
	 	 	13,922,727	 	 	 	124,024	 
	20.10.2013
	 	 	13,796,630	 	 	 	126,097	 
	20.11.2013
	 	 	13,671,701	 	 	 	124,928	 
	20.12.2013
	 	 	13,544,726	 	 	 	126,975	 
	20.01.2014
	 	 	13,418,887	 	 	 	125,839	 
	20.02.2014
	 	 	13,292,592	 	 	 	126,295	 
	20.03.2014
	 	 	13,161,189	 	 	 	131,404	 
	20.04.2014
	 	 	13,033,962	 	 	 	127,227	 
	20.05.2014
	 	 	12,904,755	 	 	 	129,207	 
	20.06.2014
	 	 	12,776,601	 	 	 	128,154	 
	20.07.2014
	 	 	12,646,493	 	 	 	130,108	 
	20.08.2014
	 	 	12,517,405	 	 	 	129,088	 
	20.09.2014
	 	 	12,387,850	 	 	 	129,555	 
	20.10.2014
	 	 	12,256,381	 	 	 	131,469	 
	20.11.2014
	 	 	12,125,882	 	 	 	130,499	 
	20.12.2014
	 	 	11,993,496	 	 	 	132,386	 
	20.01.2015
	 	 	11,862,047	 	 	 	131,450	 
	20.02.2015
	 	 	11,730,121	 	 	 	131,925	 
	20.03.2015
	 	 	11,593,614	 	 	 	136,508	 
	20.04.2015
	 	 	11,460,718	 	 	 	132,896	 
	20.05.2015
	 	 	11,326,004	 	 	 	134,714	 
	20.06.2015
	 	 	11,192,140	 	 	 	133,864	 
	20.07.2015
	 	 	11,056,487	 	 	 	135,654	 
	20.08.2015
	 	 	10,921,648	 	 	 	134,839	 
	20.09.2015
	 	 	0	 	 	 	10,921,648	 






Facility Agreement - Execution Version




111









 






MSN1965




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	23,124,860	 	 	 	 	 
	20.10.2008
	 	 	23,011,686	 	 	 	113,174	 
	20.11.2008
	 	 	22,900,800	 	 	 	110,886	 
	20.12.2008
	 	 	22,786,842	 	 	 	113,958	 
	20.01.2009
	 	 	22,675,143	 	 	 	111,699	 
	20.02.2009
	 	 	22,563,040	 	 	 	112,103	 
	20.03.2009
	 	 	22,442,635	 	 	 	120,405	 
	20.04.2009
	 	 	22,329,691	 	 	 	112,944	 
	20.05.2009
	 	 	22,213,734	 	 	 	115,957	 
	20.06.2009
	 	 	22,099,962	 	 	 	113,772	 
	20.07.2009
	 	 	21,983,201	 	 	 	116,761	 
	20.08.2009
	 	 	21,868,596	 	 	 	114,605	 
	20.09.2009
	 	 	21,753,576	 	 	 	115,020	 
	20.10.2009
	 	 	21,635,602	 	 	 	117,974	 
	20.11.2009
	 	 	21,519,740	 	 	 	115,862	 
	20.12.2009
	 	 	21,400,948	 	 	 	118,792	 
	20.01.2010
	 	 	21,284,237	 	 	 	116,711	 
	20.02.2010
	 	 	21,167,104	 	 	 	117,133	 
	20.03.2010
	 	 	21,042,138	 	 	 	124,965	 
	20.04.2010
	 	 	20,924,129	 	 	 	118,009	 
	20.05.2010
	 	 	20,803,253	 	 	 	120,877	 
	20.06.2010
	 	 	20,684,380	 	 	 	118,873	 
	20.07.2010
	 	 	20,562,664	 	 	 	121,716	 
	20.08.2010
	 	 	20,442,921	 	 	 	119,743	 
	20.09.2010
	 	 	20,322,745	 	 	 	120,176	 
	20.10.2010
	 	 	20,199,764	 	 	 	122,982	 
	20.11.2010
	 	 	20,078,708	 	 	 	121,055	 
	20.12.2010
	 	 	19,954,872	 	 	 	123,836	 
	20.01.2011
	 	 	19,832,931	 	 	 	121,941	 
	20.02.2011
	 	 	19,710,549	 	 	 	122,382	 
	20.03.2011
	 	 	19,580,826	 	 	 	129,723	 
	20.04.2011
	 	 	19,457,532	 	 	 	123,294	 
	20.05.2011
	 	 	19,331,522	 	 	 	126,010	 
	20.06.2011
	 	 	19,207,327	 	 	 	124,196	 
	20.07.2011
	 	 	19,080,441	 	 	 	126,886	 
	20.08.2011
	 	 	18,955,338	 	 	 	125,104	 
	20.09.2011
	 	 	18,829,781	 	 	 	125,556	 
	20.10.2011
	 	 	18,701,575	 	 	 	128,207	 
	20.11.2011
	 	 	18,575,101	 	 	 	126,474	 
	20.12.2011
	 	 	18,446,002	 	 	 	129,098	 
	20.01.2012
	 	 	18,318,604	 	 	 	127,398	 
	20.02.2012
	 	 	18,190,745	 	 	 	127,859	 
	20.03.2012
	 	 	18,058,179	 	 	 	132,566	 
	20.04.2012
	 	 	17,929,379	 	 	 	128,801	 
	20.05.2012
	 	 	17,798,020	 	 	 	131,358	 
	20.06.2012
	 	 	17,668,279	 	 	 	129,742	 
	20.07.2012
	 	 	17,536,006	 	 	 	132,272	 






Facility Agreement - Execution Version




112









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.08.2012
	 	 	17,405,317	 	 	 	130,689	 
	20.09.2012
	 	 	17,274,155	 	 	 	131,162	 
	20.10.2012
	 	 	17,140,503	 	 	 	133,652	 
	20.11.2012
	 	 	17,008,384	 	 	 	132,120	 
	20.12.2012
	 	 	16,873,802	 	 	 	134,582	 
	20.01.2013
	 	 	16,740,718	 	 	 	133,084	 
	20.02.2013
	 	 	16,607,152	 	 	 	133,566	 
	20.03.2013
	 	 	16,467,291	 	 	 	139,861	 
	20.04.2013
	 	 	16,332,736	 	 	 	134,554	 
	20.05.2013
	 	 	16,195,790	 	 	 	136,947	 
	20.06.2013
	 	 	16,060,253	 	 	 	135,536	 
	20.07.2013
	 	 	15,922,353	 	 	 	137,900	 
	20.08.2013
	 	 	15,785,828	 	 	 	136,525	 
	20.09.2013
	 	 	15,648,808	 	 	 	137,019	 
	20.10.2013
	 	 	15,509,468	 	 	 	139,340	 
	20.11.2013
	 	 	15,371,449	 	 	 	138,019	 
	20.12.2013
	 	 	15,231,138	 	 	 	140,311	 
	20.01.2014
	 	 	15,092,113	 	 	 	139,025	 
	20.02.2014
	 	 	14,952,585	 	 	 	139,528	 
	20.03.2014
	 	 	14,807,319	 	 	 	145,266	 
	20.04.2014
	 	 	14,666,761	 	 	 	140,558	 
	20.05.2014
	 	 	14,523,983	 	 	 	142,778	 
	20.06.2014
	 	 	14,382,401	 	 	 	141,583	 
	20.07.2014
	 	 	14,238,628	 	 	 	143,773	 
	20.08.2014
	 	 	14,096,013	 	 	 	142,615	 
	20.09.2014
	 	 	13,952,882	 	 	 	143,131	 
	20.10.2014
	 	 	13,807,606	 	 	 	145,276	 
	20.11.2014
	 	 	13,663,433	 	 	 	144,174	 
	20.12.2014
	 	 	13,517,143	 	 	 	146,289	 
	20.01.2015
	 	 	13,371,919	 	 	 	145,224	 
	20.02.2015
	 	 	13,226,170	 	 	 	145,749	 
	20.03.2015
	 	 	13,075,264	 	 	 	150,906	 
	20.04.2015
	 	 	12,928,442	 	 	 	146,822	 
	20.05.2015
	 	 	12,779,580	 	 	 	148,862	 
	20.06.2015
	 	 	12,631,688	 	 	 	147,892	 
	20.07.2015
	 	 	12,481,788	 	 	 	149,900	 
	20.08.2015
	 	 	12,332,819	 	 	 	148,969	 
	20.09.2015
	 	 	0	 	 	 	12,332,819	 






Facility Agreement - Execution Version




113









 






MSN1609




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	20,826,098	 	 	 	 	 
	20.10.2008
	 	 	20,723,410	 	 	 	102,687	 
	20.11.2008
	 	 	20,622,781	 	 	 	100,629	 
	20.12.2008
	 	 	20,519,382	 	 	 	103,399	 
	20.01.2009
	 	 	20,418,015	 	 	 	101,367	 
	20.02.2009
	 	 	20,316,282	 	 	 	101,734	 
	20.03.2009
	 	 	20,207,069	 	 	 	109,212	 
	20.04.2009
	 	 	20,104,573	 	 	 	102,497	 
	20.05.2009
	 	 	19,999,360	 	 	 	105,213	 
	20.06.2009
	 	 	19,896,112	 	 	 	103,248	 
	20.07.2009
	 	 	19,790,170	 	 	 	105,942	 
	20.08.2009
	 	 	19,686,165	 	 	 	104,004	 
	20.09.2009
	 	 	19,581,785	 	 	 	104,381	 
	20.10.2009
	 	 	19,474,742	 	 	 	107,043	 
	20.11.2009
	 	 	19,369,597	 	 	 	105,145	 
	20.12.2009
	 	 	19,261,812	 	 	 	107,785	 
	20.01.2010
	 	 	19,155,897	 	 	 	105,915	 
	20.02.2010
	 	 	19,049,598	 	 	 	106,298	 
	20.03.2010
	 	 	18,936,248	 	 	 	113,350	 
	20.04.2010
	 	 	18,829,156	 	 	 	107,093	 
	20.05.2010
	 	 	18,719,479	 	 	 	109,677	 
	20.06.2010
	 	 	18,611,602	 	 	 	107,877	 
	20.07.2010
	 	 	18,501,164	 	 	 	110,438	 
	20.08.2010
	 	 	18,392,498	 	 	 	108,666	 
	20.09.2010
	 	 	18,283,438	 	 	 	109,059	 
	20.10.2010
	 	 	18,171,852	 	 	 	111,587	 
	20.11.2010
	 	 	18,061,994	 	 	 	109,857	 
	20.12.2010
	 	 	17,949,633	 	 	 	112,362	 
	20.01.2011
	 	 	17,838,972	 	 	 	110,661	 
	20.02.2011
	 	 	17,727,910	 	 	 	111,061	 
	20.03.2011
	 	 	17,610,243	 	 	 	117,668	 
	20.04.2011
	 	 	17,498,354	 	 	 	111,888	 
	20.05.2011
	 	 	17,384,020	 	 	 	114,335	 
	20.06.2011
	 	 	17,271,313	 	 	 	112,707	 
	20.07.2011
	 	 	17,156,184	 	 	 	115,129	 
	20.08.2011
	 	 	17,042,653	 	 	 	113,531	 
	20.09.2011
	 	 	16,928,712	 	 	 	113,941	 
	20.10.2011
	 	 	16,812,384	 	 	 	116,328	 
	20.11.2011
	 	 	16,697,610	 	 	 	114,774	 
	20.12.2011
	 	 	16,580,473	 	 	 	117,137	 
	20.01.2012
	 	 	16,464,860	 	 	 	115,613	 
	20.02.2012
	 	 	16,348,829	 	 	 	116,031	 
	20.03.2012
	 	 	16,228,564	 	 	 	120,265	 
	20.04.2012
	 	 	16,111,678	 	 	 	116,885	 
	20.05.2012
	 	 	15,992,490	 	 	 	119,188	 
	20.06.2012
	 	 	15,874,751	 	 	 	117,739	 
	20.07.2012
	 	 	15,754,734	 	 	 	120,017	 






Facility Agreement - Execution Version




114









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.08.2012
	 	 	15,636,135	 	 	 	118,599	 
	20.09.2012
	 	 	15,517,107	 	 	 	119,028	 
	20.10.2012
	 	 	15,395,838	 	 	 	121,269	 
	20.11.2012
	 	 	15,275,941	 	 	 	119,897	 
	20.12.2012
	 	 	15,153,828	 	 	 	122,113	 
	20.01.2013
	 	 	15,033,055	 	 	 	120,772	 
	20.02.2013
	 	 	14,911,846	 	 	 	121,209	 
	20.03.2013
	 	 	14,784,979	 	 	 	126,867	 
	20.04.2013
	 	 	14,662,873	 	 	 	122,106	 
	20.05.2013
	 	 	14,538,614	 	 	 	124,259	 
	20.06.2013
	 	 	14,415,616	 	 	 	122,997	 
	20.07.2013
	 	 	14,290,492	 	 	 	125,124	 
	20.08.2013
	 	 	14,166,597	 	 	 	123,895	 
	20.09.2013
	 	 	14,042,254	 	 	 	124,343	 
	20.10.2013
	 	 	13,915,824	 	 	 	126,431	 
	20.11.2013
	 	 	13,790,574	 	 	 	125,250	 
	20.12.2013
	 	 	13,663,262	 	 	 	127,312	 
	20.01.2014
	 	 	13,537,099	 	 	 	126,163	 
	20.02.2014
	 	 	13,410,479	 	 	 	126,620	 
	20.03.2014
	 	 	13,278,708	 	 	 	131,771	 
	20.04.2014
	 	 	13,151,154	 	 	 	127,554	 
	20.05.2014
	 	 	13,021,604	 	 	 	129,550	 
	20.06.2014
	 	 	12,893,120	 	 	 	128,484	 
	20.07.2014
	 	 	12,762,667	 	 	 	130,453	 
	20.08.2014
	 	 	12,633,246	 	 	 	129,420	 
	20.09.2014
	 	 	12,503,358	 	 	 	129,889	 
	20.10.2014
	 	 	12,371,541	 	 	 	131,817	 
	20.11.2014
	 	 	12,240,706	 	 	 	130,835	 
	20.12.2014
	 	 	12,107,969	 	 	 	132,736	 
	20.01.2015
	 	 	11,976,181	 	 	 	131,788	 
	20.02.2015
	 	 	11,843,916	 	 	 	132,265	 
	20.03.2015
	 	 	11,707,027	 	 	 	136,889	 
	20.04.2015
	 	 	11,573,789	 	 	 	133,238	 
	20.05.2015
	 	 	11,438,719	 	 	 	135,071	 
	20.06.2015
	 	 	11,304,510	 	 	 	134,209	 
	20.07.2015
	 	 	11,168,497	 	 	 	136,013	 
	20.08.2015
	 	 	11,033,311	 	 	 	135,186	 
	20.09.2015
	 	 	0	 	 	 	11,033,311	 






Facility Agreement - Execution Version




115









 






MSN30050




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.09.2008
	 	 	19,597,804	 	 	 	 	 
	20.10.2008
	 	 	19,494,248	 	 	 	103,556	 
	20.11.2008
	 	 	19,392,605	 	 	 	101,644	 
	20.12.2008
	 	 	19,288,331	 	 	 	104,274	 
	20.01.2009
	 	 	19,185,942	 	 	 	102,389	 
	20.02.2009
	 	 	19,083,183	 	 	 	102,759	 
	20.03.2009
	 	 	18,973,374	 	 	 	109,810	 
	20.04.2009
	 	 	18,869,846	 	 	 	103,528	 
	20.05.2009
	 	 	18,763,743	 	 	 	106,104	 
	20.06.2009
	 	 	18,659,457	 	 	 	104,286	 
	20.07.2009
	 	 	18,552,617	 	 	 	106,840	 
	20.08.2009
	 	 	18,447,568	 	 	 	105,049	 
	20.09.2009
	 	 	18,342,138	 	 	 	105,429	 
	20.10.2009
	 	 	18,234,188	 	 	 	107,951	 
	20.11.2009
	 	 	18,127,987	 	 	 	106,201	 
	20.12.2009
	 	 	18,019,287	 	 	 	108,700	 
	20.01.2010
	 	 	17,912,309	 	 	 	106,978	 
	20.02.2010
	 	 	17,804,943	 	 	 	107,365	 
	20.03.2010
	 	 	17,690,958	 	 	 	113,985	 
	20.04.2010
	 	 	17,582,793	 	 	 	108,166	 
	20.05.2010
	 	 	17,472,184	 	 	 	110,608	 
	20.06.2010
	 	 	17,363,227	 	 	 	108,957	 
	20.07.2010
	 	 	17,251,851	 	 	 	111,377	 
	20.08.2010
	 	 	17,142,097	 	 	 	109,754	 
	20.09.2010
	 	 	17,031,946	 	 	 	110,151	 
	20.10.2010
	 	 	16,919,410	 	 	 	112,536	 
	20.11.2010
	 	 	16,808,454	 	 	 	110,956	 
	20.12.2010
	 	 	16,695,135	 	 	 	113,318	 
	20.01.2011
	 	 	16,583,368	 	 	 	111,767	 
	20.02.2011
	 	 	16,471,197	 	 	 	112,171	 
	20.03.2011
	 	 	16,352,855	 	 	 	118,342	 
	20.04.2011
	 	 	16,239,850	 	 	 	113,005	 
	20.05.2011
	 	 	16,124,541	 	 	 	115,309	 
	20.06.2011
	 	 	16,010,710	 	 	 	113,831	 
	20.07.2011
	 	 	15,894,600	 	 	 	116,111	 
	20.08.2011
	 	 	15,779,937	 	 	 	114,663	 
	20.09.2011
	 	 	15,664,860	 	 	 	115,077	 
	20.10.2011
	 	 	15,547,539	 	 	 	117,321	 
	20.11.2011
	 	 	15,431,621	 	 	 	115,918	 
	20.12.2011
	 	 	15,313,484	 	 	 	118,137	 
	20.01.2012
	 	 	15,196,720	 	 	 	116,764	 
	20.02.2012
	 	 	15,079,533	 	 	 	117,187	 
	20.03.2012
	 	 	14,958,404	 	 	 	121,129	 
	20.04.2012
	 	 	14,840,356	 	 	 	118,048	 
	20.05.2012
	 	 	14,720,149	 	 	 	120,207	 
	20.06.2012
	 	 	14,601,239	 	 	 	118,910	 
	20.07.2012
	 	 	14,480,195	 	 	 	121,044	 






Facility Agreement - Execution Version




116









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	 	 	 	 	Amount in
	Date	 	Outstanding in USD	 	USD
	20.08.2012
	 	 	14,360,417	 	 	 	119,778	 
	20.09.2012
	 	 	14,240,206	 	 	 	120,211	 
	20.10.2012
	 	 	14,117,899	 	 	 	122,307	 
	20.11.2012
	 	 	13,996,811	 	 	 	121,088	 
	20.12.2012
	 	 	13,873,651	 	 	 	123,159	 
	20.01.2013
	 	 	13,751,680	 	 	 	121,972	 
	20.02.2013
	 	 	13,629,267	 	 	 	122,413	 
	20.03.2013
	 	 	13,501,641	 	 	 	127,626	 
	20.04.2013
	 	 	13,378,324	 	 	 	123,317	 
	20.05.2013
	 	 	13,253,000	 	 	 	125,324	 
	20.06.2013
	 	 	13,128,784	 	 	 	124,216	 
	20.07.2013
	 	 	13,002,587	 	 	 	126,197	 
	20.08.2013
	 	 	12,877,465	 	 	 	125,122	 
	20.09.2013
	 	 	12,751,890	 	 	 	125,574	 
	20.10.2013
	 	 	12,624,374	 	 	 	127,516	 
	20.11.2013
	 	 	12,497,884	 	 	 	126,490	 
	20.12.2013
	 	 	12,369,479	 	 	 	128,405	 
	20.01.2014
	 	 	12,242,067	 	 	 	127,412	 
	20.02.2014
	 	 	12,114,195	 	 	 	127,873	 
	20.03.2014
	 	 	11,981,620	 	 	 	132,575	 
	20.04.2014
	 	 	11,852,805	 	 	 	128,814	 
	20.05.2014
	 	 	11,722,142	 	 	 	130,663	 
	20.06.2014
	 	 	11,592,389	 	 	 	129,753	 
	20.07.2014
	 	 	11,460,814	 	 	 	131,575	 
	20.08.2014
	 	 	11,330,116	 	 	 	130,698	 
	20.09.2014
	 	 	11,198,946	 	 	 	131,171	 
	20.10.2014
	 	 	11,065,994	 	 	 	132,952	 
	20.11.2014
	 	 	10,933,868	 	 	 	132,126	 
	20.12.2014
	 	 	10,799,989	 	 	 	133,879	 
	20.01.2015
	 	 	10,666,901	 	 	 	133,088	 
	20.02.2015
	 	 	10,533,331	 	 	 	133,569	 
	20.03.2015
	 	 	10,395,592	 	 	 	137,739	 
	20.04.2015
	 	 	10,261,041	 	 	 	134,551	 
	20.05.2015
	 	 	10,124,807	 	 	 	136,234	 
	20.06.2015
	 	 	9,989,277	 	 	 	135,530	 
	20.07.2015
	 	 	9,852,092	 	 	 	137,186	 
	20.08.2015
	 	 	9,715,575	 	 	 	136,516	 
	20.09.2015
	 	 	0	 	 	 	9,715,575	 






Facility Agreement - Execution Version




117









 






FOR INFORMATION PURPOSES ONLY




Overall Loan




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Repayment
	Repayment	 	Overall Outstanding	 	Amount in
	Date	 	in USD	 	USD
	20.09.2008
	 	 	245,000,000	 	 	 	 	 
	20.10.2008
	 	 	243,759,206	 	 	 	1,240,794	 
	20.11.2008
	 	 	242,542,508	 	 	 	1,216,698	 
	20.12.2008
	 	 	241,293,113	 	 	 	1,249,395	 
	20.01.2009
	 	 	240,067,496	 	 	 	1,225,617	 
	20.02.2009
	 	 	238,837,446	 	 	 	1,230,050	 
	20.03.2009
	 	 	237,519,355	 	 	 	1,318,092	 
	20.04.2009
	 	 	236,280,089	 	 	 	1,239,266	 
	20.05.2009
	 	 	235,008,776	 	 	 	1,271,314	 
	20.06.2009
	 	 	233,760,430	 	 	 	1,248,345	 
	20.07.2009
	 	 	232,480,298	 	 	 	1,280,132	 
	20.08.2009
	 	 	231,222,808	 	 	 	1,257,490	 
	20.09.2009
	 	 	229,960,770	 	 	 	1,262,038	 
	20.10.2009
	 	 	228,667,338	 	 	 	1,293,431	 
	20.11.2009
	 	 	227,396,058	 	 	 	1,271,280	 
	20.12.2009
	 	 	226,093,650	 	 	 	1,302,408	 
	20.01.2010
	 	 	224,813,062	 	 	 	1,280,588	 
	20.02.2010
	 	 	223,527,842	 	 	 	1,285,220	 
	20.03.2010
	 	 	222,159,739	 	 	 	1,368,103	 
	20.04.2010
	 	 	220,864,923	 	 	 	1,294,816	 
	20.05.2010
	 	 	219,539,656	 	 	 	1,325,267	 
	20.06.2010
	 	 	218,235,364	 	 	 	1,304,292	 
	20.07.2010
	 	 	216,900,894	 	 	 	1,334,470	 
	20.08.2010
	 	 	215,587,058	 	 	 	1,313,836	 
	20.09.2010
	 	 	214,268,471	 	 	 	1,318,587	 
	20.10.2010
	 	 	212,920,117	 	 	 	1,348,354	 
	20.11.2010
	 	 	211,591,884	 	 	 	1,328,233	 
	20.12.2010
	 	 	210,234,162	 	 	 	1,357,722	 
	20.01.2011
	 	 	208,896,215	 	 	 	1,337,947	 
	20.02.2011
	 	 	207,553,429	 	 	 	1,342,786	 
	20.03.2011
	 	 	206,133,143	 	 	 	1,420,286	 
	20.04.2011
	 	 	204,780,364	 	 	 	1,352,779	 
	20.05.2011
	 	 	203,398,801	 	 	 	1,381,563	 
	20.06.2011
	 	 	202,036,133	 	 	 	1,362,668	 
	20.07.2011
	 	 	200,644,966	 	 	 	1,391,167	 
	20.08.2011
	 	 	199,272,338	 	 	 	1,372,628	 
	20.09.2011
	 	 	197,894,746	 	 	 	1,377,592	 
	20.10.2011
	 	 	196,489,083	 	 	 	1,405,662	 
	20.11.2011
	 	 	195,101,425	 	 	 	1,387,658	 
	20.12.2011
	 	 	193,685,986	 	 	 	1,415,439	 
	20.01.2012
	 	 	192,288,190	 	 	 	1,397,796	 
	20.02.2012
	 	 	190,885,339	 	 	 	1,402,852	 
	20.03.2012
	 	 	189,432,873	 	 	 	1,452,465	 
	20.04.2012
	 	 	188,019,695	 	 	 	1,413,178	 
	20.05.2012
	 	 	186,579,470	 	 	 	1,440,225	 
	20.06.2012
	 	 	185,155,972	 	 	 	1,423,498	 






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	 	 	 	 	 	 	Repayment
	Repayment	 	Overall Outstanding	 	Amount in
	Date	 	in USD	 	USD
	20.07.2012
	 	 	183,705,724	 	 	 	1,450,248	 
	20.08.2012
	 	 	182,271,833	 	 	 	1,433,891	 
	20.09.2012
	 	 	180,832,755	 	 	 	1,439,077	 
	20.10.2012
	 	 	179,367,376	 	 	 	1,465,379	 
	20.11.2012
	 	 	177,917,794	 	 	 	1,449,582	 
	20.12.2012
	 	 	176,442,213	 	 	 	1,475,582	 
	20.01.2013
	 	 	174,982,051	 	 	 	1,460,161	 
	20.02.2013
	 	 	173,516,609	 	 	 	1,465,442	 
	20.03.2013
	 	 	171,985,136	 	 	 	1,531,473	 
	20.04.2013
	 	 	170,508,855	 	 	 	1,476,281	 
	20.05.2013
	 	 	169,007,342	 	 	 	1,501,513	 
	20.06.2013
	 	 	167,520,292	 	 	 	1,487,051	 
	20.07.2013
	 	 	166,008,319	 	 	 	1,511,973	 
	20.08.2013
	 	 	164,510,422	 	 	 	1,497,897	 
	20.09.2013
	 	 	163,007,107	 	 	 	1,503,315	 
	20.10.2013
	 	 	161,479,338	 	 	 	1,527,769	 
	20.11.2013
	 	 	159,965,061	 	 	 	1,514,277	 
	20.12.2013
	 	 	158,426,645	 	 	 	1,538,416	 
	20.01.2014
	 	 	156,901,328	 	 	 	1,525,317	 
	20.02.2014
	 	 	155,370,494	 	 	 	1,530,834	 
	20.03.2014
	 	 	153,779,744	 	 	 	1,590,750	 
	20.04.2014
	 	 	152,237,620	 	 	 	1,542,124	 
	20.05.2014
	 	 	150,672,158	 	 	 	1,565,462	 
	20.06.2014
	 	 	149,118,795	 	 	 	1,553,363	 
	20.07.2014
	 	 	147,542,417	 	 	 	1,576,378	 
	20.08.2014
	 	 	145,977,734	 	 	 	1,564,682	 
	20.09.2014
	 	 	144,407,393	 	 	 	1,570,341	 
	20.10.2014
	 	 	142,814,525	 	 	 	1,592,868	 
	20.11.2014
	 	 	141,232,744	 	 	 	1,581,781	 
	20.12.2014
	 	 	139,628,765	 	 	 	1,603,979	 
	20.01.2015
	 	 	138,035,462	 	 	 	1,593,303	 
	20.02.2015
	 	 	136,436,396	 	 	 	1,599,066	 
	20.03.2015
	 	 	134,783,794	 	 	 	1,652,602	 
	20.04.2015
	 	 	133,172,969	 	 	 	1,610,826	 
	20.05.2015
	 	 	131,540,780	 	 	 	1,632,188	 
	20.06.2015
	 	 	129,918,225	 	 	 	1,622,555	 
	20.07.2015
	 	 	128,274,645	 	 	 	1,643,580	 
	20.08.2015
	 	 	126,640,278	 	 	 	1,634,367	 
	20.09.2015
	 	 	0	 	 	 	126,640,278	 






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119









 






EXECUTION PAGE — FACILITY AGREEMENT




Borrower



	 	 	 	 	 	 	 	 
	SIGNED by

for and on behalf of

GENESIS PORTFOLIO FUNDING I LIMITED

	 	/s/	 	Brian Marks
	Principal Guarantor

	 	 	 
	SIGNED by

for and on behalf of

GENESIS LEASE LIMITED

	 	/s/	 	Alan Jenkins
	Manager


	 	 	 	 
	SIGNED by

for and on behalf of

GENESIS LEASE LIMITED


	 	/s/	 	Alan Jenkins
	Arrangers


	 	 	 	 
	SIGNED by

for and on behalf of

DVB BANK AG



	 	/s/	 	Illegible	/s/	 	Illegible
	SIGNED by

for and on behalf of

HSH NORDBANK AG



	 	/s/	 	Verheijen	/s/	 	Ronald Cymara
	SIGNED by

for and on behalf of

KFW IPEX-BANK AG



	 	/s/	 	Thomas Brehler	/s/	 	Hilke Vareil
	Facility Agent


	 	 	 	 
	SIGNED by

for and on behalf of

HSH NORDBANK AG



	 	/s/	 	Verheijen	/s/	 	Ronald Cymara
	Security Trustee


	 	 	 	 
	SIGNED by

for and on behalf of

HSH NORDBANK AG



	 	/s/	 	Verheijen	/s/	 	Ronald Cymara



Facility Agreement - Execution Version





120









 





Original Lenders



	 	 	 	 	 	 	 	 
	SIGNED by

for and on behalf of

DVB BANK AG



	 	/s/	 	Illegible	/s/	 	Illegible
	SIGNED by

for and on behalf of

HSH NORDBANK AG



	 	/s/	 	Verheijen	/s/	 	Ronald Cymara
	SIGNED by

for and on behalf of

KFW IPEX-BANK GMBH



	 	/s/	 	Thomas Brehler	/s/	 	Hilke Vareil





Facility Agreement - Execution Version




121