**Exhibit 2.6**

**EXECUTION COPY**

**AMENDED AND RESTATED**

**SENIOR CREDIT AGREEMENT**

dated as of December 13, 2006

among

AeroTurbine, Inc.,

as Borrower

The Several Lenders from Time to Time Parties Hereto,

CALYON New YorkBranch,

as Administrative Agent,

HSH Nordbank AG,

as Syndication Agent;

and

Wachovia Bank,National Association

 and

National CityBank,

 asCo-Documentation Agents

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*CALYON New York Branch,as Lead Arranger and Bookrunner*

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**TABLE OFCONTENTS**
|                 | ** **                       | ** **                                                          | ** ** | **PAGE** |
|-----------------|----------------------------------|---------------------------------------------------------------------|------------|----------|
| SECTION 1. | DEFINITIONS                      |                                                                | 1          |
|            |                             |                                                                |       |
| 1.1             |                             | Defined Terms                                                       |       | 1        |
| 1.2             |                             | Other Definitional Provisions                                       |       | 1        |
|            |                             |                                                                |       |     |
| SECTION 2. | AMOUNT AND TERMS  OF COMMITMENTS |                                                                | 2          |
|            |                             |                                                                |       |
| 2.1             |                             | [Intentionally Omitted]                                             |       | 2        |
| 2.2             |                             | [Intentionally Omitted]                                             |       | 2        |
| 2.3             |                             | Swing Line Loans; Swing Line Commitment                             |       | 2        |
| 2.4             |                             | Revolving Commitments                                               |       | 3        |
| 2.5             |                             | Procedure for Revolving Loan Borrowing                              |       | 4        |
| 2.6             |                             | Commitment Fees, etc.                                               |       | 4        |
| 2.7             |                             | Termination or Reduction of Revolving Commitments                   |       | 5        |
| 2.8             |                             | Optional Prepayments                                                |       | 5        |
| 2.9             |                             | Mandatory Prepayments and Commitment Reductions                     |       | 5        |
| 2.10            |                             | Conversion Options; Continuation; Interest Rates and  Payment Dates |       | 6        |
| 2.11            |                             | Computation of Interest and Fees                                    |       | 8        |
| 2.12            |                             | Pro Rata Treatment and Payments                                     |       | 8        |
| 2.13            |                             | Requirements of Law                                                 |       | 9        |
| 2.14            |                             | Taxes                                                               |       | 10       |
| 2.15            |                             | Indemnity                                                           |       | 12       |
| 2.16            |                             | Change of Lending Office                                            |       | 13       |
| 2.17            |                             | Replacement of Lenders                                              |       | 13       |
|            |                             |                                                                |       |     |
| SECTION 3. | BORROWING BASE                   |                                                                | 14         |
|            |                             |                                                                |       |
| 3.1             |                             | Borrowing Base                                                      |       | 14       |
| 3.2             |                             | Borrowing Base Definitions                                          |       | 14       |
| 3.3             |                             | Borrowing Base Valuations                                           |       | 17       |
| 3.4             |                             | Requests to Add Additional Equipment Types                          |       | 17       |
|            |                             |                                                                |       |     |
| SECTION 4. | REPRESENTATIONS  AND WARRANTIES  |                                                                | 18         |
|            |                             |                                                                |       |
| 4.1             |                             | Financial Condition                                                 |       | 18       |
| 4.2             |                             | No Change                                                           |       | 18       |
| 4.3             |                             | Existence; Compliance with Law                                      |       | 18       |
| 4.4             |                             | Power; Authorization; Enforceable Obligations                       |       | 19       |
| 4.5             |                             | No Legal Bar                                                        |       | 19       |
| 4.6             |                             | Litigation                                                          |       | 19       |
| 4.7             |                             | No Default                                                          |       | 19       |
| 4.8             |                             | Ownership of Property; Liens                                        |       | 20       |
| 4.9             |                             | Intellectual Property                                               |       | 20       |
| 4.10            |                             | Taxes                                                               |       | 20       |
| 4.11            |                             | Federal Regulations                                                 |       | 20       |

 

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| 4.12            |                   | Labor Matters                                           |   | 20     |
|-----------------|------------------------|---------------------------------------------------------|--------|--------|
| 4.13            |                   | ERISA                                                   |   | 20     |
| 4.14            |                   | Investment Company Act; Other Regulations               |   | 21     |
| 4.15            |                   | Subsidiaries                                            |   | 21     |
| 4.16            |                   | Use of Proceeds                                         |   | 21     |
| 4.17            |                   | Environmental Matters                                   |   | 21     |
| 4.18            |                   | Accuracy of Information, etc.                           |   | 22     |
| 4.19            |                   | Security Documents                                      |   | 22     |
| 4.20            |                   | Solvency                                                |   | 23     |
| 4.21            |                   | Certain Documents                                       |   | 23     |
| 4.22            |                   | Employment Arrangements                                 |   | 23     |
|            |                   |                                                    |   |   |
| SECTION 5. | CONDITIONS  PRECEDENT  |                                                    | 23     |
|            |                   |                                                    |   |
| 5.1             |                   | Effective Date                                          |   | 23     |
| 5.2             |                   | Conditions to Each Loan                                 |   | 24     |
|            |                   |                                                    |   |   |
| SECTION 6. | AFFIRMATIVE  COVENANTS |                                                    | 26     |
|            |                   |                                                    |   |
| 6.1             |                   | Financial Statements                                    |   | 26     |
| 6.2             |                   | Certificates; Other Information                         |   | 27     |
| 6.3             |                   | Payment of Obligations                                  |   | 27     |
| 6.4             |                   | Maintenance of Existence; Compliance                    |   | 27     |
| 6.5             |                   | Maintenance of Property; Insurance                      |   | 28     |
| 6.6             |                   | Inspection of Property; Books and Records;  Discussions |   | 28     |
| 6.7             |                   | Notices                                                 |   | 28     |
| 6.8             |                   | Environmental Laws                                      |   | 29     |
| 6.9             |                   | Hedge Agreements; Key Man Insurance                     |   | 29     |
| 6.10            |                   | Additional Collateral                                   |   | 29     |
| 6.11            |                   | Subsidiaries                                            |   | 31     |
| 6.12            |                   | Post Closing Registration of International Interests    |   | 31     |
|            |                   |                                                    |   |   |
| SECTION 7. | NEGATIVE  COVENANTS    |                                                    | 31     |
|            |                   |                                                    |   |
| 7.1             |                   | Financial Condition Covenants                           |   | 31     |
| 7.2             |                   | Indebtedness                                            |   | 32     |
| 7.3             |                   | Liens                                                   |   | 33     |
| 7.4             |                   | Fundamental Changes                                     |   | 34     |
| 7.5             |                   | Lines of Business                                       |   | 34     |
| 7.6             |                   | Restricted Payments                                     |   | 34     |
| 7.7             |                   | Capital Expenditures                                    |   | 35     |
| 7.8             |                   | Investments                                             |   | 35     |
| 7.9             |                   | Synthetic Purchase Agreements                           |   | 35     |
| 7.10            |                   | Transactions with Affiliates                            |   | 36     |
| 7.11            |                   | Sales and Leasebacks                                    |   | 36     |

 

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| 7.12             |                                                    | Changes in Fiscal Periods                       |   | 36     |
|------------------|---------------------------------------------------------|-------------------------------------------------|--------|--------|
| 7.13             |                                                    | Negative Pledge Clauses                         |   | 36     |
| 7.14             |                                                    | Clauses Restricting Subsidiary Distributions    |   | 36     |
| 7.15             |                                                    | Amendments to Acquisition Documentation         |   | 36     |
|             |                                                    |                                            |   |   |
| SECTION 8.  | EVENTS OF  DEFAULT                                      |                                            | 37     |
|             |                                                    |                                            |   |
| SECTION 9.  | THE AGENTS                                              |                                            | 39     |
|             |                                                    |                                            |   |
| 9.1              |                                                    | Appointment                                     |   | 39     |
| 9.2              |                                                    | Delegation of Duties                            |   | 40     |
| 9.3              |                                                    | Exculpatory Provisions                          |   | 40     |
| 9.4              |                                                    | Reliance by Administrative Agent                |   | 40     |
| 9.5              |                                                    | Notice of Default                               |   | 41     |
| 9.6              |                                                    | Non-Reliance on Agents and Other Lenders        |   | 41     |
| 9.7              |                                                    | Indemnification                                 |   | 41     |
| 9.8              |                                                    | Administrative Agent in Its Individual Capacity |   | 42     |
| 9.9              |                                                    | Successor Administrative Agent                  |   | 42     |
| 9.10             |                                                    | Administrative Agent Fees                       |   | 43     |
| 9.11             |                                                    | [Intentionally Omitted]                         |   | 43     |
| 9.12             |                                                    | Intralinks                                      |   | 43     |
|             |                                                    |                                            |   |   |
| SECTION 10. | MISCELLANEOUS                                           |                                            | 43     |
|             |                                                    |                                            |   |
| 10.1             | Amendments and Waivers                                  |                                            | 43     |
| 10.2             | Notices                                                 |                                            | 44     |
| 10.3             | No Waiver; Cumulative Remedies                          |                                            | 44     |
| 10.4             | Survival of Representations and Warranties              |                                            | 44     |
| 10.5             | Payment of Expenses                                     |                                            | 44     |
| 10.6             | Successors and Assigns; Participations and  Assignments |                                            | 45     |
| 10.7             | Adjustments; Set-off                                    |                                            | 48     |
| 10.8             | Counterparts                                            |                                            | 48     |
| 10.9             | Severability                                            |                                            | 48     |
| 10.10            | Integration                                             |                                            | 49     |
| 10.11            | Governing Law                                           |                                            | 49     |
| 10.12            | Submission To Jurisdiction; Waivers                     |                                            | 49     |
| 10.13            | Acknowledgements                                        |                                            | 49     |
| 10.14            | Releases of Guarantees and Liens                        |                                            | 50     |
| 10.15            | Confidentiality                                         |                                            | 50     |
| 10.16            | WAIVERS OF JURY TRIAL                                   |                                            | 50     |
| 10.17            | USA Patriot Act                                         |                                            | 50     |

 

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| APPENDIX I: | Definitions Appendix                                    |
|-------------|---------------------------------------------------------|
|        |                                                    |
| ANNEXES:    |                                                    |
|        |                                                    |
| A           | Economics Schedule                                      |
| B           | Eligible Equipment                                      |
| C           | Advance Rates                                           |
|        |                                                    |
| SCHEDULES:  |                                                    |
|        |                                                    |
| 1.1A        | Commitments                                             |
| 4.4         | Consents, Authorizations, Filings and Notices           |
| 4.15        | Subsidiaries                                            |
| 4.19(a)     | Aircraft Assets and Aircraft Asset Leases               |
| 4.19(b)     | Locations of Eligible Equipment and Eligible  Inventory |
| 4.19(c)     | Deposit Accounts                                        |
| 4.19(d)     | Intellectual Property                                   |
| 4.22        | Employment Contracts                                    |
| 7.2(d)      | Existing Indebtedness                                   |
| 7.3(f)      | Existing Liens                                          |
| 10.2        | Notice Information                                      |
|        |                                                    |
| EXHIBITS:   |                                                    |
|        |                                                    |
| A           | Intentionally Omitted                                   |
| B           | Form of Compliance Certificate                          |
| C           | Form of Notice of Borrowing                             |
| D           | Form of Assignment and Acceptance                       |
| E           | Intentionally Omitted                                   |
| F           | Form of Account Control Agreement                       |
| G           | Intentionally Omitted                                   |
| H           | Form of Landlord Consent                                |
| I           | Form of Collateral Lease Assignment                     |
| J           | Intentionally Omitted                                   |
| K           | Form of Borrowing Base Report                           |
| L           | Intentionally Omitted                                   |

 

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**THIS AMENDED AND RESTATED SENIORCREDIT AGREEMENT** (this “**Agreement**”),dated as of December 13, 2006, among AeroTurbine, Inc., a Delawarecorporation (the “**Borrower**”), theseveral banks and other financial institutions or entities from time to timeparties to this Agreement (the “**Lenders**”),CALYON New York Branch, as administrative agent for the Lenders as providedherein (the “**Administrative Agent**”),HSH Nordbank AG, as Syndication Agent, and Wachovia Bank, National Associationand National City Bank, as Co-Documentation Agents.

WHEREAS, the Borrower (as successor by merger toAerCap AT, Inc.) entered into that certain Senior Credit Agreement, dated as ofApril 26, 2006, as heretofore amended (the **“Original Credit Agreement”**), with certain financial institutionsparty thereto, the Administrative Agent, the Syndication Agent and theCo-Documentation Agents;

WHEREAS, the Borrower desires to repay theTranche A Term Loans borrowed pursuant to the Original Credit Agreementand to increase each Lender’s Revolving Commitment;

WHEREAS, the Borrower desires to repay theTranche B Term Loans (as defined in the Junior Credit Agreement) borrowedpursuant to that certain Junior Credit Agreement, dated as of April 26,2006, among the Borrower and CALYON, Head Office (the “**Junior Credit Agreement**”);

NOW THEREFORE, the parties hereto agree to amend andrestate the Original Credit Agreement, effective as of the Effective Date, inits entirety as follows:

**Section 1.             **Definitions.

1.1           Defined Terms.  As used in this Agreement, the terms listedin Appendix I or any Security Document shall have the respective meaningsset forth in such Appendix or Security Document. Any reference in Appendix I toa Section, Annex, Schedule or Exhibit without designation as to the particularagreement to which the same relates shall be deemed a reference to the relatedSection, Annex, Schedule or Exhibit hereof or hereto, including any suchSection, Annex, Schedule or Exhibit incorporated herein by reference.

1.2           Other Definitional Provisions.  (a)  Unless otherwise specifiedtherein, all terms defined in this Agreement shall have the defined meaningswhen used in the other Loan Documents or any certificate or other document madeor delivered pursuant hereto or thereto.

(b)           As used herein and in the other LoanDocuments, and any certificate or other document made or delivered pursuanthereto or thereto, (i) accounting terms relating to Borrower or any of itsSubsidiaries not defined in Section 1.1 and accounting terms partlydefined in Section 1.1, to the extent not defined, shall have therespective meanings given to them under GAAP, (ii) the words “include”, “includes”and “including” shall be deemed to be followed by the phrase “withoutlimitation”, (iii) the word “incur” shall be construed to mean incur,create, issue, assume, become liable in respect of or suffer to exist (and thewords “incurred” and “incurrence” shall have correlative meanings),(iv) the words “asset” and “property” shall be construed to have the samemeaning and effect and to refer to any and all tangible and intangible assetsand properties, including cash, Capital Stock, securities, revenues, 

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accounts, leasehold interests and contract rights, and(v) references to agreements or other Contractual Obligations shall,unless otherwise specified, be deemed to refer to such agreements orContractual Obligations as amended, supplemented, restated or otherwisemodified from time to time.

(c)           The words “hereof”, “herein” and “hereunder”and words of similar import, when used in this Agreement, shall refer to thisAgreement as a whole and not to any particular provision of this Agreement, andSection, Schedule and Exhibit references are to this Agreement unless otherwisespecified.

(d)           The meanings given to terms definedherein shall be equally applicable to both the singular and plural forms ofsuch terms.

**Section 2.             **Amount andTerms of Commitments.

2.1           [Intentionally Omitted]

2.2           [Intentionally Omitted]

2.3           Swing Line Loans; Swing LineCommitment.  (a)  Duringthe Revolving Commitment Period, subject to the terms and conditions hereof,the Swing Line Lender hereby agrees to make Swing Line Loans to the Borrower inthe aggregate amount up to but not exceeding the Swing Line Commitment;provided that, after giving effect to the making of any Swing Line Loan, in noevent shall the Total Revolving Extensions of Credit****exceed the Total Revolving Commitments.  Amounts borrowed pursuant to thisSection 2.3 which are repaid may be reborrowed during the RevolvingCommitment Period.  The Swing Line Loansmay only be ABR Loans.

(b)           (i)            SwingLine Loans shall be made in an amount not less than $500,000.

(ii)           Whenever the Borrower desires thatthe Swing Line Lender make a Swing Line Loan, the Borrower shall deliver to theAdministrative Agent a Notice of Borrowing no later than 12:00 p.m. (NewYork City time) on the date the Borrower requests in such Notice of Borrowingfor the Swing Line Loan to be available. A Notice of Borrowing delivered under this Section 2.3(b)(ii) shallconstitute a “Notice of Borrowing” under Section 2.5 for a LIBOR Loan(unless otherwise specified by the Borrower), with a Borrowing Date occurringon the date that is three Business Days after the date of such Notice ofBorrowing, in a principal amount equal to the Swing Line Loan requested with anInterest Period of three months (or such other Interest Period specified insuch Notice of Borrowing) commencing three Business Days after the date theSwing Line Lender makes the Swing Line Loan available.  The Administrative Agent and each Lendershall comply with their respective obligations under Section 2.5 in respect ofsuch LIBOR Loan and the proceeds of such LIBOR Loan shall be applied by theAdministrative Agent to repay the Swing Line Loan in full.

(iii)          The Swing Line Lender shall make theamount of its Swing Line Loan available to the Administrative Agent not laterthan 2:00 p.m. (New York City 

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time) on the applicableBorrowing Date by wire transfer of same day funds in Dollars at AdministrativeAgent’s Principal Office.  Except asprovided herein, upon satisfaction or waiver of the conditions precedentspecified herein, the Administrative Agent shall make the proceeds of suchSwing Line Loans available to Borrower on the same date by causing an amount ofsame day funds in Dollars equal to the proceeds of such Swing Line Loansreceived by the Administrative Agent from the Swing Line Lender to be creditedto such account as may be designated in writing to the Administrative Agent bythe Borrower.

(iv)          Notwithstanding anything containedherein to the contrary, (1) each Lender’s obligation to make RevolvingLoans for the purpose of repaying any Swing Line Loan shall be absolute andunconditional and shall not be affected by any circumstance, including(A) any set-off, counterclaim, recoupment, defense or other right thatsuch Lender may have against the Swing Line Lender, any Loan Party or any otherPerson for any reason whatsoever; (B) the occurrence or continuation of aDefault or Event of Default; (C) any adverse change in the business,operations, properties, assets, condition (financial or otherwise) or prospectsof any Loan Party; (D) any breach of this Agreement or any other LoanDocument by any party thereto; or (E) any other circumstance, happening orevent whatsoever, whether or not similar to any of the foregoing; providedthat, such obligations of each Lender are subject to the condition that theSwing Line Lender believed in good faith that all conditions underSection 5.2 to the making of such Swing Line Loan, were satisfied at thetime such Swing Line Loan was made, or the satisfaction of any such conditionnot satisfied had been waived by the Required Lenders prior to or at the timesuch Swing Line Loan was made; and (2) the Swing Line Lender shall not beobligated to make any Swing Line Loans if it has elected not to do so after theoccurrence and during the continuation of a Default or Event of Default, or(B) at a time when a Lender has defaulted in its obligations underSection 2.5 hereof unless the Swing Line Lender has entered intoarrangements satisfactory to it and the Borrower to eliminate the Swing LineLender’s risk with respect to the defaulting Lender’s participation in suchSwing Ling Loan, including by cash collateralizing such defaulting Lender’s prorata share of the outstanding Swing Line Loans.

(v)           Swing Line Loans may only be borrowedby the Borrower for the purpose set forth in Section 2.4(b)(y) hereof.

2.4           Revolving Commitments.  (a)  Subject to the terms andconditions hereof, each Lender severally agrees to make revolving credit loans(“**Revolving Loans**”) to theBorrower from time to time during the Revolving Commitment Period in anaggregate principal amount at any one time outstanding which does not exceedthe amount of such Lender’s Revolving Commitment.  During the Revolving Commitment Period theBorrower may use the Revolving Commitments by borrowing, prepaying theRevolving Loans in whole or in part, and reborrowing, all in accordance withthe terms and conditions hereof.  TheRevolving Loans may from time to time be LIBOR Loans or ABR Loans, as providedherein.

(b)           Revolving Loans may be borrowed bythe Borrower only (x) to repay Swing Line Loans as provided in Section2.3(b)(ii) or (y) in connection with its acquisition (or refinancing theacquisition) of Eligible Equipment or the refinancing of Returned Equipment (to

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the extent of any previous reduction in the BorrowingBase Value of such Returned Equipment pursuant to the proviso toSection 3.2(h)) and, in either case, the Revolving Loans made in respectthereof shall not exceed (i) 100% of the Purchase Price or Appraisal Valuetherefor from the Effective Date to the date of the first mandatory prepaymentpursuant to Section 2.9(a) occurring after the Effective Date; and(ii) thereafter, the Advance Rate therefor.

(c)           The Borrower shall repay alloutstanding Revolving Loans on the Maturity Date.

2.5           Procedure for Revolving LoanBorrowing.  The Borrower may borrowunder the Revolving Commitments during the Revolving Commitment Period on anyBusiness Day, provided that the Administrative Agent shall have receiveda Notice of Borrowing prior to 12:00 Noon, New York City time, threeBusiness Days prior to the requested Borrowing Date, in the case of LIBORLoans, or two Business Days prior to the requested Borrowing Date, in the caseof ABR Loans (such Notice of Borrowing may be accompanied by a Notice ofConversion under Section 2.10(a)(ii)). Each borrowing under the Revolving Commitments shall be in an amount equalto not less than $500,000.  Upon receiptof any such notice from the Borrower, the Administrative Agent shall promptlynotify each Lender thereof.  Each Lenderwill make the amount of its pro rata shareof each borrowing available to the Administrative Agent for the account of theBorrower at the Funding Office prior to 12:00 Noon, New York City time, onthe Borrowing Date requested by the Borrower in funds immediately available tothe Administrative Agent.  Such borrowingwill then be made available to the Borrower by the Administrative Agentcrediting the account of the Borrower on the books of such office with theaggregate of the amounts made available to the Administrative Agent by theLenders and in like funds as received by the Administrative Agent.  The Borrower may, by notice given to theAdministrative Agent (which notice may be given by telecopy or by emailattaching a copy of a notice as a printable file) not later than4:00 p.m., New York City time, on the initially requested Borrowing Date,postpone the Borrowing Date by not more than five Business Days, provided,that (i) all amounts received by the Administrative Agent with respect tothe initially requested Borrowing Date shall be deposited in the RestrictedAccount, (ii) subject to the terms and conditions hereof, such amountswill be made available to the Borrower by the Administrative Agent on any dayduring such five Business Day period upon notice from the Borrower given to theAdministrative Agent (which notice may be given by telecopy or by emailattaching a copy of a notice as a printable file) not later than10:00 a.m., New York City time, on the date requested, (iii) intereston such Loan shall accrue commencing on the initially requested Borrowing Dateand (iv) if the Borrower fails to borrow such amounts by the end ofbusiness on the fifth Business Day after the originally requested BorrowingDate, the Administrative Agent shall return such amounts to the respectiveLenders on the next Business Day and the Borrower shall pay to theAdministrative Agent, for distribution to the Lenders, interest on such fundsat LIBOR Rate or the ABR Rate, as applicable, plus the Applicable Margin (lessany amounts earned with respect to such funds by the Administrative Agentpursuant to Section 6(a)(iii) of the Guarantee and Collateral Agreement)together with amounts payable under Section 2.15, if any.

2.6           Commitment Fees, etc.  (a)  The Borrower agrees to pay tothe Administrative Agent for account of each Lender a commitment fee for theperiod from and including the date hereof to the Maturity Date (or, if earlier,the date the Revolving Loans shall have been paid in full and the TotalRevolving Commitments shall have been reduced to zero or otherwise 

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terminated), computed at the Commitment Fee Rate onthe average daily amount of the Available Revolving Commitment of such Lenderduring the period for which payment is made, payable on each quarterly InterestPayment Date specified in clause (a)(i) in the definition thereof and on theMaturity Date (or, if earlier, the date the Revolving Loans shall have beenpaid in full and the Total Revolving Commitments shall have been reduced tozero or otherwise terminated), commencing on the first of such dates to occurafter the date hereof.

(b)           The Borrower agrees to pay to CALYONNew York Branch the fees in the amounts and on the dates specified in the FeeLetter.

2.7           Termination or Reduction ofRevolving Commitments.  The Borrowershall have the right, upon not less than three Business Days’ notice to theAdministrative Agent, to terminate the Total Revolving Commitments or, fromtime to time, to reduce the amount of the Total Revolving Commitments or theSwing Line Commitment; provided that no such termination or reduction ofTotal Revolving Commitments shall be permitted if, after giving effect theretoand to any prepayments of the Revolving Loans made on the effective datethereof, the aggregate outstanding amount of Loans would exceed the TotalRevolving Commitments.  Any suchreduction shall be in an amount equal to $1,000,000, or a whole multiplethereof, and shall reduce permanently the Revolving Commitments and/or theSwing Line Commitment, as applicable, then in effect on a pro-rata basis.

2.8           Optional Prepayments.  The Borrower may at any time and from time totime prepay the Loans, in whole or in part, without premium or penalty, uponrevocable notice delivered to the Administrative Agent at least three BusinessDays prior thereto, in which notice shall specify the date and amount ofprepayment; provided, that if a LIBOR Loan is prepaid on any day otherthan the last day of the Interest Period applicable thereto, the Borrower shallalso pay any amounts owing pursuant to Section 2.15.  Upon receipt of any such notice theAdministrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amountspecified in such notice shall be due and payable on the date specifiedtherein, together with accrued interest to such date on the amount prepaid, provided,however, that if the Borrower shall notify the Administrative Agent onor prior to 4:00 p.m., New York City time, on the date specified for theprepayment that the Borrower has revoked its election to prepay, the Borrowershall not be required to make such prepayment,  provided, further, that if suchnotice with respect to any LIBOR Loan is delivered to the Administrative Agentless than three Business Days prior to the date specified for prepayment, theBorrower shall pay to the Administrative Agent on demand any amounts payableunder Section 2.15.  For theavoidance of doubt if, with respect to a LIBOR Loan, such notice is deliveredto the Administrative Agent less than three Business Days prior to the datespecified for prepayment, “LIBOR” for such amount not prepaid for the remainingportion of the Interest Period commencing on the date of scheduled prepaymentshall be the amount the Administrative Agent shall reasonably determine, inconsultation with the Lenders, as the rate which compensates the Lenders fortheir cost of funding for such period. Partial prepayments of Revolving Loans shall be in an aggregateprincipal amount of $1,000,000 or a whole multiple thereof.

2.9           Mandatory Prepayments andCommitment Reductions. (a)  If, as at any Report Date, the aggregate outstandingprincipal amount of Revolving Loans exceeds the Borrowing Base as at such date,the Borrower shall on the last day of the Interest Period including such 

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Report Date prepay the Revolving Loans in such amountas shall allow the aggregate outstanding principal amount of the RevolvingLoans not to exceed the Borrowing Base.

(b)           All proceeds received with respect tothe Key Man Insurance shall be deposited in the Restricted Account and, on theearlier of the last day of the Interest Period during which such proceeds werereceived or, at the election of the Borrower, on a date specified by theBorrower by notice delivered to the Administrative Agent at least threeBusiness Days prior to such date, such proceeds shall be applied (together withinterest accrued thereon pursuant to Section 6(a)(iii) of the Guarantee andCollateral Agreement), to the prepayment of the Revolving Loans.  Any prepayment of the Revolving Loanspursuant to this Section 2.9(b) shall permanently reduce the TotalRevolving Commitments by the amount of such prepayment.

(c)           All Net Cash Proceeds received fromany Recovery Event shall be deposited in the Restricted Account and, on theearlier of the last day of the Interest Period during which such Net CashProceeds were received or, at the election of the Borrower, on a date specifiedby the Borrower by notice delivered to the Administrative Agent at least threeBusiness Days prior to such date, shall be applied (together with interestaccrued thereon pursuant to Section 6(a)(iii) of the Guarantee and CollateralAgreement) to the prepayment of the Revolving Loans; provided, that,notwithstanding the foregoing, any such prepayment may be deferred until theaggregate Net Cash Proceeds of Recovery Events theretofore received (and as towhich no prepayment has been made) exceeds $250,000.

(d)           If, as at any date on which theBorrowing Base Value of an Aircraft Asset is reduced pursuant to the proviso toSection 3.2(h), the aggregate outstanding principal amount of Revolving Loansexceeds the Borrowing Base as at such date, the Borrower shall, within fiveBusiness Days of such date deposit in the Restricted Account an amount equal tothe difference between the Borrowing Base Value as of such date and theaggregate outstanding Revolving Loans at that date and, on the earlier of thelast day of the Interest Period during which such deposit was made or, at theelection of the Borrower, on a date specified by the Borrower by noticedelivered to the Administrative Agent at least three Business Days prior tosuch date, shall be applied (together with interest accrued thereon pursuant toSection 6(a)(iii) of the Guarantee and Collateral Agreement) to the prepaymentof the Revolving Loans.

(e)           Each prepayment of the Loans underthis Section 2.9 shall be (i) made, first, to ABR Loans and, second,to LIBOR Loans and (ii) accompanied by accrued interest to the date ofsuch prepayment on the amount prepaid, together (in the case of LIBOR Loans)with amounts payable under Section 2.15 if such prepayment was made on adate other than the last day of an Interest Period, but without premium orpenalty.

2.10         ConversionOptions; Continuation; Interest Rates and Payment Dates.

(a)           ConversionOptions; Continuation.

(i)            The Borrower may elect from time totime to convert a Loan from a LIBOR Loan to an ABR Loan by giving theAdministrative Agent at least three Business Days prior irrevocable notice ofsuch election.

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(ii)           The Borrower may elect from time totime to convert a Loan (other than a Swing Line Loan) from an ABR Loan to aLIBOR Loan by giving the Administrative Agent at least three Business Daysprior irrevocable notice of such election (a “Notice of Conversion”).  Upon receipt of any such irrevocable noticethe Administrative Agent shall promptly notify each relevant Lender thereof.

(iii)          The Borrower may continue any LIBORLoan as such upon the expiration of the then current Interest Period withrespect thereto (the “Existing Interest Period”) by giving irrevocable noticeto the Administrative Agent at least three Business Days prior to the expirationof the Existing Interest Period, which notice shall specify the next InterestPeriod for such LIBOR Loan, provided, that if the Borrower does not provide theAdministrative Agent with the notice described in this paragraph, upon theexpiration of the Existing Interest Period, such LIBOR Loan shall automaticallycontinue as a LIBOR Loan and shall have an Interest Period of three months.

(b)           Interest Ratesand Payment Dates.

(i)            Each LIBOR Loan shall bear interestfor each day during each Interest Period with respect thereto at a rate perannum equal to the LIBOR Rate determined for such day plus the ApplicableMargin.  Each ABR Loan shall bearinterest at a rate per annum equal to the ABR in effect from time to time plusthe Applicable Margin.  With respect toany Loan, from and after the Effective Date, and until the day prior to thedate of delivery by the Borrower of the Compliance Certificate for the firstfiscal quarter of 2007 (the “Adjustment Date”) pursuant to Section 6.2(a)hereof, the Applicable Margin with respect to any ABR Loan or Swing Line Loanshall be zero percent (0.0%) per annum and the Applicable Margin with respectto any LIBOR Loan shall be one and one-half (1.50%) percent per annum and, onand after the Adjustment Date, the Applicable Margin shall be, with respect toany Loan, a percentage, per annum, determined by reference to the ConsolidatedLeverage Ratio in effect from time to time as set forth in the definition ofApplicable Margin on Annex A hereto. Adjustments, if any, to the Applicable Margin for all Loans shall beimplemented quarterly on a prospective basis commencing on the required date ofdelivery by the Borrower to the Administrative Agent of the initial ComplianceCertificate (as provided above) and any subsequent Compliance Certificaterequired by Section 6.2(a) of this Agreement, evidencing the basis for anadjustment thereto.

(ii)           (x) If all or a portion of theprincipal amount of any Loan shall not be paid when due (whether at the statedmaturity, by acceleration or otherwise), such overdue amount shall bearinterest at a rate per annum equal to in the case of the Loans, the rate thatwould otherwise be applicable thereto pursuant to the foregoing provisions ofthis Section plus 2% and (y) if all or a portion of any interestpayable on any Loan or any commitment fee or other amount payable hereundershall not be paid when due (whether at the stated maturity, by acceleration orotherwise), such overdue amount shall bear interest at a rate per annum equalto the rate then applicable to the Loans plus 2%, in each case, withrespect to clauses (x) and (y) above, from the date of such non-paymentuntil such amount is paid in full (as well after as before judgment).

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(c)           Interest shall be payable in arrearson (i) each Interest Payment Date and (ii) the date of any repaymentor prepayment made in respect of the principal amount of any LIBOR Loan;provided that interest accruing pursuant to paragraph (b)(ii) of thisSection shall be payable from time to time on demand.

2.11         Computation of Interest and Fees.  (a)  Interest and fees payablepursuant hereto shall be calculated on the basis of a 360-day year for theactual days elapsed, except that, with respect to ABR Loans the rate ofinterest on which is calculated on the basis of the Prime Rate, the interestthereon shall be calculated on the basis of a 365- (or 366-, as the case maybe) day year for the actual days elapsed. The Administrative Agent shall promptly notify the Borrower and therelevant Lenders of each determination of a LIBOR Rate.  Any change in the interest rate on a Loanresulting from a change in the ABR shall become effective as of the opening ofbusiness on the day on which such change becomes effective.  The Administrative Agent shall as soon aspracticable notify the Borrower and the relevant Lenders of the effective dateand the amount of each such change in interest rate.

(b)           Each determination of an interestrate by the Administrative Agent pursuant to any provision of this Agreementshall be conclusive and binding on the Borrower and the Lenders in the absenceof manifest error.  The AdministrativeAgent shall, at the request of the Borrower, deliver to the Borrower astatement showing the quotations used by the Administrative Agent indetermining any interest rate pursuant to Section 2.11(a).

2.12         Pro Rata Treatment and Payments.  (a)  Each payment by the Borroweron account of any commitment fee and any reduction of the Commitments of theLenders shall be made to the Administrative Agent and the Administrative Agentshall distribute such payments to the Lenders pro rata accordingto their respective Revolving Percentage.

(b)           [Intentionally Omitted]

(c)           Each payment (including eachprepayment) by the Borrower on account of principal of and interest on theRevolving Loans shall be made to the Administrative Agent and theAdministrative Agent shall distribute such payments to the Lenders pro rataaccording to the respective outstanding principal amounts of the RevolvingLoans then held by the Lenders.

(d)           All payments (including prepayments)to be made by the Borrower hereunder, whether on account of principal,interest, fees or otherwise, shall be made without setoff or counterclaim andshall be made prior to 12:00 Noon, New York City time, on the due date thereofto the Administrative Agent, for the account of the Lenders, at the FundingOffice, in Dollars and in immediately available funds.  The Administrative Agent shall distributesuch payments to the Lenders promptly upon receipt in like funds as received.  If any payment hereunder becomes due andpayable on a day other than a Business Day, such payment shall be extended tothe next succeeding Business Day unless the result of such extension would beto extend such payment into another calendar month, in which event such paymentshall be made on the immediately preceding Business Day.  In the case of any extension of any paymentof principal pursuant to the preceding sentence, interest thereon shall bepayable at the then applicable rate during such extension.

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(e)           Unless the Administrative Agent shallhave been notified in writing by any Lender prior to a borrowing that suchLender will not make the amount that would constitute its share of suchborrowing available to the Administrative Agent, the Administrative Agent mayassume that such Lender is making such amount available to the AdministrativeAgent, and the Administrative Agent may, in reliance upon such assumption, makeavailable to the Borrower a corresponding amount.  If such amount is not made available to theAdministrative Agent by the required time on the Borrowing Date therefor, suchLender shall pay to the Administrative Agent, on demand, such amount withinterest thereon at a rate equal to the daily average Federal Funds EffectiveRate for the period until such Lender makes such amount immediately availableto the Administrative Agent.  Acertificate of the Administrative Agent submitted to any Lender with respect toany amounts owing under this paragraph shall be conclusive in the absence ofmanifest error.

(f)            Unless the Administrative Agentshall have been notified in writing by the Borrower prior to the date of anypayment due to be made by the Borrower hereunder that the Borrower will notmake such payment to the Administrative Agent, the Administrative Agent mayassume that the Borrower is making such payment, and the Administrative Agentmay, but shall not be required to, in reliance upon such assumption, makeavailable to the Lenders their respective prorata shares of a corresponding amount.  If such payment is not made to theAdministrative Agent by the Borrower within three Business Days after such duedate, the Administrative Agent shall be entitled to recover, on demand, fromeach Lender to which any amount which was made available pursuant to thepreceding sentence, such amount with interest thereon at the rate per annumequal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit therights of the Administrative Agent or any Lender against the Borrower.

2.13         Requirements of Law.  (a)  If the adoption of or anychange in any Requirement of Law or in the interpretation or applicationthereof or compliance by any Lender with any request or directive (whether ornot having the force of law) from any central bank or other GovernmentalAuthority made subsequent to the date hereof:

(i)            shall subject any Lender to any Taxof any kind whatsoever with respect to this Agreement or any LIBOR Loan made byit, or change the basis of taxation of payments to such Lender in respectthereof (except for Non-Excluded Taxes covered by Section 2.14 and changesin the rate of tax on the overall net income of such Lender);

(ii)           shall impose, modify or holdapplicable any reserve, special deposit, compulsory loan or similar requirementagainst assets held by, deposits or other liabilities in or for the account of,advances, loans or other extensions of credit by, or any other acquisition offunds by, any office of such Lender; or

(iii)          shall impose on such Lender any othercondition;

andthe result of any of the foregoing is to increase the cost to such Lender, byan amount that such Lender deems to be material, of making, converting into,continuing or maintaining LIBOR Loans, or to reduce any amount receivablehereunder in respect thereof, then, in any such case, the Borrower shallpromptly pay such Lender, upon its demand, any additional amounts 

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necessaryto compensate such Lender for such increased cost or reduced amountreceivable.  If any Lender becomesentitled to claim any additional amounts pursuant to this paragraph, it shallpromptly notify the Borrower (with a copy to the Administrative Agent) (whichnotice shall be accompanied by a certificate setting forth the basis for suchdemand and a calculation of the amount thereof but not including any matterswhich that Lender regards as confidential in relation to its fundingarrangements) of the event by reason of which it has become so entitled.

(b)           If any Lender shall have determinedthat the adoption of or any change in any Requirement of Law regarding capitaladequacy or in the interpretation or application thereof (including theimplementation of regulations in respect of the capital adequacy regimecommonly known as Basle II) or compliance by such Lender or any corporationcontrolling such Lender with any request or directive regarding capitaladequacy (whether or not having the force of law) from any GovernmentalAuthority made subsequent to the date hereof shall have the effect of reducingthe rate of return on such Lender’s or such corporation’s capital as aconsequence of its obligations hereunder to a level below that which suchLender or such corporation could have achieved but for such adoption, change orcompliance (taking into consideration such Lender’s or such corporation’spolicies with respect to capital adequacy) by an amount deemed by such Lenderto be material, then from time to time, after submission by such Lender to theBorrower (with a copy to the Administrative Agent) of a written requesttherefor (which request shall be accompanied by a certificate setting forth thebasis for such demand and a calculation of the amount thereof but not includingany matters which that Lender regards as confidential in relation to itsfunding arrangements), the Borrower shall pay to such Lender such additionalamount or amounts as will compensate such Lender or such corporation for suchreduction.

(c)           A certificate as to any additionalamounts payable pursuant to this Section submitted by any Lender to theBorrower (with a copy to the Administrative Agent) shall be conclusive in theabsence of manifest error.  Theobligations of the Borrower pursuant to this Section shall survive thetermination of this Agreement and the payment of the Loans and all otheramounts payable hereunder.

(d)           Notwithstanding the foregoing, theBorrower shall not be required to compensate a Lender pursuant to thisSection 2.13 for (i) any amounts incurred more than six months priorto the date that such Lender notifies the Borrower of such Lender’s intentionto claim compensation therefor; and provided further that, if the circumstancesgiving rise to such claim have a retroactive effect, then such six-month periodshall be extended to include the period of such retroactive effect or(ii) any amounts incurred by such Lender as a result of a decline in thecredit rating of such Lender.

2.14         Taxes.  (a)  All payments made by theBorrower under this Agreement shall be made free and clear of, and withoutdeduction or withholding for or on account of, any Taxes, now or hereafterimposed, levied, collected, withheld or assessed by any Governmental Authority,excluding net income, net receipts, capital, franchise, net worth, or othersimilar “doing business” Taxes imposed on the Administrative Agent or any Lenderas a result of a present or former connection between the Administrative Agentor such Lender and the jurisdiction of the Governmental Authority imposing suchTax or any political subdivision or taxing authority thereof or therein (otherthan any such connection arising solely from the 

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Administrative Agent or such Lender having executed,delivered or performed its obligations or received a payment under, orenforced, this Agreement or any other Loan Document).  If any such non-excluded Taxes, (“**Non-Excluded Taxes**”) or Other Taxes arerequired to be withheld from any amounts payable to the Administrative Agent orany Lender hereunder, the amounts so payable to the Administrative Agent orsuch Lender shall be increased to the extent necessary to yield to theAdministrative Agent or such Lender (after payment of all Non-Excluded Taxesand Other Taxes) interest or any such other amounts payable hereunder at therates or in the amounts specified in this Agreement, provided, however,that the Borrower shall not be required to increase any such amounts payable toany Lender with respect to any Non-Excluded Taxes (i) to the extentimposed as a result of such Lender’s failure to comply with the requirements ofparagraph (d) or (e) of this Section 2.14 or (ii) that areUnited States withholding Taxes imposed on amounts payable to such Lender atthe time such Lender becomes a party to this Agreement, except to the extentthat such Lender’s assignor (if any) was entitled, at the time of assignment,to receive additional amounts from the Borrower with respect to suchNon-Excluded Taxes pursuant to this paragraph.

(b)           In addition, the Borrower shall payany and all Other Taxes to the relevant Governmental Authority in accordancewith applicable law, and shall indemnify the Administrative Agent and Lenders,on demand for any failure to do so.

(c)           Whenever any Non-Excluded Taxes orOther Taxes are payable by the Borrower, as promptly as possible thereafter theBorrower shall send to the Administrative Agent for its own account or for theaccount of the relevant Lender, as the case may be, a certified copy of anoriginal official receipt received by the Borrower showing payment thereof, ifany, or other evidence of payment reasonably acceptable to such Person.  If the Borrower fails to pay any Non-ExcludedTaxes or Other Taxes when due to the appropriate Governmental Authority orfails to remit to the Administrative Agent the required receipts or otherrequired documentary evidence, the Borrower shall indemnify the AdministrativeAgent and the Lenders on demand for any incremental Taxes, interest orpenalties that may become payable by the Administrative Agent or the Lenders asa result of any such failure.

(d)           Each Lender (or Transferee) that isnot a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “**Non-U.S. Lender**”) shall deliver tothe Borrower and the Administrative Agent (or, in the case of a Participant, tothe Lender from which the related participation shall have been purchased) twocopies of either U.S. Internal Revenue Service Form W-8BEN, W-8ECI, W-8IMY(with appropriate documentation), or W-8EXP or, in the case of a Non-U.S.Lender claiming exemption from U.S. federal withholding Tax underSection 871(h) or 881(c) of the Code with respect to payments of “portfoliointerest”, a statement substantially in the form of Exhibit H and aForm W-8BEN, or any subsequent versions thereof or successors thereto,properly completed and duly executed by such Non-U.S. Lender claimingcomplete exemption from, or a reduced rate of, U.S. federal withholding Tax onall payments by the Borrower under this Agreement.  Such forms shall be delivered by each Non-U.S.Lender on or before the date it becomes a party to this Agreement (or, in thecase of any Participant, on or before the date such Participant purchases therelated participation).  In addition,each Non-U.S. Lender shall deliver such forms promptly upon theobsolescence or invalidity of any form previously delivered by such Non-U.S.Lender.  Each Non-U.S. Lender shallpromptly notify the Borrower at any time it determines that it is no longer ina position to provide any previously 

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delivered certificate to the Borrower (or any otherform of certification adopted by the U.S. Governmental Authorities for suchpurpose).  Notwithstanding any otherprovision of this paragraph, a Non-U.S. Lender shall not be required todeliver any form pursuant to this paragraph that such Non-U.S. Lender isnot legally able to deliver.

(e)           At the reasonable request of theBorrower, each Lender that is entitled to an exemption from or reduction ofnon-U.S. withholding Tax under the law of any jurisdiction (other than theUnited States), or any treaty to which such jurisdiction is a party withrespect to payments under this Agreement shall deliver to the Borrower (with acopy to the Administrative Agent), at the time or times prescribed byapplicable law or reasonably requested by the Borrower, such properly completedand executed documentation prescribed by applicable law as will permit suchpayments to be made without withholding or at a reduced rate, providedthat such Lender is legally entitled to complete, execute and deliver suchdocumentation and in such Lender’s sole judgment such completion, execution orsubmission would not prejudice the legal position of such Lender, including itslending office(s), or cause such Lender or its lending office(s) to suffer anyeconomic, legal, or regulatory disadvantage.

(f)            If a Lender actually receives apermanent benefit of a Tax credit or refund which the Borrower has paid orreimbursed such Lender pursuant to this Section 2.14 or if a Lenderactually realizes an allowance of or deduction in Taxes as a result of anyamount or additional amount paid by the Borrower pursuant to this Section 2.14,such Lender shall pay to the Borrower such refund or the amount of suchreduction in Taxes, but only to the extent of the amounts paid by the Borrowerpursuant to this Section 2.14 with respect to the Taxes, provided, however,(x) no Lender shall be obliged to disclose to the Borrower or any otherPerson information regarding its tax affairs or computations, or tax books orrecords, (y) the Borrower hereby acknowledges that the order and manner inwhich a Lender claims credits, refunds, allowances, and deductions available toit is a matter which will be determined in accordance with the Lender’staxation and accounting policies and practices and that any credits, refunds,allowances or deductions resulting from amounts or additional amounts paidpursuant to this Section 2.14 shall not receive any preferentialtreatments, and (z) no Lender shall be required to take any action whichin its reasonable opinion would or may prejudice its ability to benefit fromany other refund, credit, allowance or deduction to which it may be entitled.

(g)           Where the Borrower has an obligationto indemnify or reimburse the Administrative Agent or a Lender for a Tax underthis Section 2.14, the calculation of the amount payable by way ofindemnity or reimbursement shall be based upon the Tax treatment in the handsof the Administrative Agent or such Lender (as determined by such Person actingin good faith) of the amount payable by way of indemnity or reimbursement andof the Tax in respect of which the amount is payable so as to leave theAdministrative Agent or Lender, as the case may be, in the same after-Taxposition it would have been in had the payment made to such Person not givenrise to a liability to Tax.

(h)           The agreements in this Section shallsurvive the termination of this Agreement and the payment of the Loans and allother amounts payable hereunder.

2.15         Indemnity.  The Borrower agrees to indemnify each Lenderfor, and to hold each Lender harmless from, any loss or expense that suchLender may sustain or incur as a 

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consequence of (a) failure by the Borrower tomake a borrowing of LIBOR Loans after the Borrower has given a noticerequesting the same in accordance with the provisions of this Agreement,(b) failure by the Borrower to make any prepayment of Loans after theBorrower has given a notice thereof in accordance with the provisions of thisAgreement, (c)  the making of a prepayment of LIBOR Loans on a day that isnot the last day of an Interest Period with respect thereto or (d) theconversion of a LIBOR Loan to an ABR Loan pursuant to Section 2.10(a) on a daythat is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amountequal to the excess, if any, of (i) the amount of interest that would haveaccrued on the amount so prepaid, or not so borrowed, for the period from thedate of such prepayment or of such failure to borrow, convert or continue tothe last day of such Interest Period (or, in the case of a failure to borrow,convert or continue, the Interest Period that would have commenced on the dateof such failure) in each case at the applicable rate of interest for such LIBORLoans provided for herein (excluding, however, the Applicable Margin includedtherein, if any) over (ii) the amount of interest (as reasonablydetermined by such Lender) that would have accrued to such Lender on suchamount by placing such amount on deposit for a comparable period with leadingbanks in the London interbank market.  Acertificate as to any amounts payable pursuant to this Section submitted to theBorrower by any Lender shall be conclusive in the absence of manifesterror.  This covenant shall survive thetermination of this Agreement and the payment of the Loans and all otheramounts payable hereunder.

2.16         Change of Lending Office.  Each Lender agrees that, upon the occurrenceof any event giving rise to the operation of Section 2.13 or 2.14(a) withrespect to such Lender, it will, if requested by the Borrower, use reasonableefforts to designate another lending office for any Loans affected by suchevent with the object of avoiding the consequences of such event or take suchactions as the Borrower may reasonably request; provided, that no Lendershall be obligated to take any action that, in the sole judgment of suchLender, would cause such Lender and its lending office(s) to suffer anyeconomic, legal or regulatory disadvantage, and provided, further,that nothing in this Section shall affect or postpone any of the obligations ofthe Borrower or the rights of any Lender pursuant to Section 2.13 or2.14(a).

2.17         Replacement of Lenders.  The Borrower shall be permitted to replaceany Lender that (a) requests reimbursement for amounts owing pursuant toSection 2.13 or 2.14(a) or (b) defaults in its obligation to makeLoans hereunder, with a replacement financial institution; provided that(i) such replacement does not conflict with any Requirement of Law,(ii) no Event of Default shall have occurred and be continuing at the timeof such replacement, (iii) prior to any such replacement, such Lendershall have taken no action under Section 2.16 so as to eliminate thecontinued need for payment of amounts owing pursuant to Section 2.13 or2.14(a), (iv) the replacement financial institution shall purchase, atpar, all Loans and other amounts owing to such replaced Lender on or prior tothe date of replacement, (v) the Borrower shall be liable to such replacedLender under Section 2.15 if any Loan owing to such replaced Lender shallbe purchased other than on the last day of the Interest Period relatingthereto, (vi) the replacement financial institution, if not already aLender, shall be reasonably satisfactory to the Administrative Agent,(vii) the replaced Lender shall be obligated to make such replacement inaccordance with the provisions of Section 10.6 (provided that the Borrowershall be obligated to pay the registration and processing fee referred totherein), (viii) until such time as such replacement shall be consummated,the Borrower shall pay all additional amounts (if any) required pursuant toSection 2.13 or 2.14(a), as the case may be, and (ix) any suchreplacement 

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shall not be deemed to be a waiver of any rights thatthe Borrower, the Administrative Agent or any other Lender shall have againstthe replaced Lender.

**Section 3.             **BorrowingBase.

3.1           Borrowing Base.  As at any Report Date, the aggregateoutstanding principal amount of the Revolving Loans shall not exceed theBorrowing Base as of such Report Date; provided that, if such Loans exceed theBorrowing Base on a Report Date, such Loans shall be subject to prepayment asprovided in Section 2.9(a) by such excess amount.

3.2           Borrowing BaseDefinitions.

(a)           “**AcceptableAccounts Receivables**”: as at the Original Closing Date and atany Quarterly Date, the accounts receivables of the Borrower and itsSubsidiaries as at such date calculated in accordance with GAAP, excluding anysuch accounts receivables that (i) are more than 60 days past due or (ii) arefrom Aeropostal.

(b)           “**AppraisalValue**”: as at the Original Closing Date and at any QuarterlyDate, the “current market value” (as such term is defined by the InternationalSociety of Transport Aircraft Trading (ISTAT)) of the Borrowing Base Assets(other than the accounts receivable) as determined by the Appraiser as ofFebruary 28, 2006 with respect to the Appraisal Value as at the OriginalClosing Date, and with respect to the Appraisal Value as at any Quarterly Date,as of the last day of the previous month to such Quarterly Date.  The Appraisal Value with respect to anyQuarterly Date shall be calculated utilizing such physical assessments of suchassets, maintenance status of such assets, current trading history and othermethodologies as are consistent with the methodologies utilized to provide theBaseline Appraisal (provided, that, the appraisal with respect to the JuneQuarterly Date shall be a “desk-top” appraisal and physical assessments of suchassets shall only be performed with respect to the December Quarterly Date) andshall be presented to the parties in an appraisal addressed to both theBorrower and the Administrative Agent.

(c)           “**Appraiser**”:SH&E, Inc., unless SH&E, Inc. becomes incapable of determining theAppraisal Value with a degree of care recognized in the industry, in whichcase, such other nationally recognized appraiser selected by the Borrower andnot objected to by the Administrative Agent on an unreasonable basis.

(d)           “**BaselineAppraisal**”: the appraisal furnished by the Appraiser dated April24, 2006 and addressed to the Borrower and the Administrative Agent.

(e)           “**BorrowingBase**”: as at the Original Closing Date and at any QuarterlyDate, the sum of: (x) the aggregate of Borrowing Base Values of all BorrowingBase Assets, subject to the Borrowing Base Constraints, *plus* (y) the aggregate amount of sales proceedsfrom the disposition by the Borrower of Eligible Equipment and EligibleInventory effected within six months of any date of calculation subject to: (i)such proceeds being in the Restricted Account and (ii) such proceeds notexceeding $20,000,000.  The BorrowingBase as in effect immediately prior to reduction in the Borrowing Base Valuefor an Aircraft Asset pursuant to the proviso to Section 3.2(h) shall bereduced by the amount of such reduction and, on the date such Aircraft 

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Asset ceases to be an Impaired Aircraft Asset or LeaseDefault Equipment shall be increased by the amount of any reduction in theBorrowing Base Value for such Aircraft Asset.

(f)            “**Borrowing Base Assets**”: the following categories of assetsof the Borrower and its Subsidiaries:

(i)            Acceptable Accounts Receivable;

(ii)           Eligible Inventory; and

(iii)          Eligible Equipment.

(g)           “**BorrowingBase Constraints**”: in determining the Borrowing Base, thefollowing constraints shall be considered:

(i)            Eligible Inventory located atvendors or consignees shall have a Borrowing Base Value of zero;

(ii)           if the Eligible Equipment consists ofany engine in overhaul (but not an engine sent out for testing preceding anyagreement to commence an overhaul or an engine being overhauled by the Borroweror any of its Subsidiaries by its own personnel), such engine shall either beexcluded as a Borrowing Base Asset or the estimated cost of the overhaulpayable to the overhaul provider shall be deposited in the Restricted Account(which costs shall be subject to withdrawal as provided in Section 6(a) ofthe Guarantee and Collateral Agreement);

(iii)          in respect of Eligible Equipmentconstituting whole aircraft that are in Advance Category 3, no more than10% of the Borrowing Base (exclusive of the component thereof constitutingAcceptable Accounts Receivables) may be attributable to such type of asset;

(iv)          in order for any whole aircraft to becounted as Eligible Equipment (as compared to inventory constituting EligibleEquipment), such aircraft must either (i) be subject to an operating leasewith a third party (not an Affiliate of the Borrower) or (ii) if notsubject to such an operating lease, become subject to an operating leasewithin  four months (or, such furtherperiod beyond such four months not to exceed another two months during whichsuch aircraft is subject to a letter of intent (pursuant to which theprospective lessee has made a non-refundable deposit (in cash or by letter ofcredit issued by a commercial bank) equal to at least one month’s rent, unlessthe Administrative Agent shall otherwise consent, such consent not to beunreasonably refused) to have it become subject to such an operating lease); ifa whole aircraft constituting Eligible Equipment does not satisfy the foregoingtests, it will be treated as Eligible Inventory; and

(v)           no more than 50% of the BorrowingBase may be attributable to Eligible Inventory.

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(h)           “**BorrowingBase Value**” as at the Original Closing Date and at any QuarterlyDate: for any Borrowing Base Asset owned by the Borrower or any of itsSubsidiaries, a value determined as follows:

(i)            in the case of Acceptable AccountsReceivables, 50% of the amount thereof;

(ii)           in the case of each item of EligibleInventory, the percentage of the Appraisal Value or Certified Value, as thecase may be, of such item as specified in Annex C for the applicable AdvanceCategory of such item;

(iii)          in the case of each item of EligibleEquipment (other than whole aircraft), the percentage of the Appraisal Value orCertified Value, as the case may be, of such item as specified in Annex Cfor the applicable Advance Category of such item; and

(iv)          in the case of each item of EligibleEquipment that is a whole aircraft, the lower of (x) the percentage of theAppraisal Value or Certified Value, as the case may be, and (y) thepercentage of the acquisition cost, of such item as specified in Annex Cfor the applicable Advance Category of such item;

provided,that (x) in the case of any Aircraft Asset that constitutes Lease DefaultEquipment, but only for so long as it remains Lease Default Equipment, theBorrowing Base Value for such Aircraft Asset shall be:

(1) for the initial period of ninety days commencingon the date such Aircraft Asset became Lease Default Equipment, the BorrowingBase Value for such Aircraft Asset shall be the Borrowing Base Value (the “**Original Borrowing Base Value”**) for suchAircraft Asset as of the Quarterly Date occurring on or immediately prior tothe date such Aircraft Asset became Lease Default Equipment;

(2) for the 90 day period commencing immediately afterthe period referred to in clause (1) above, the Borrowing Base Value forsuch Aircraft Asset shall be two-thirds (2/3) of the Original Borrowing BaseValue for such Aircraft Asset;

(3) for the 90 day period commencing immediately afterthe period referred to in clause (2) above, the Borrowing Base Value forsuch Aircraft Asset shall be one-third (1/3) of the Original Borrowing BaseValue for such Aircraft Asset; and

(4) thereafter, the Borrowing Base Value for suchEligible Equipment shall be zero;

and (y) in the case of any Aircraft Asset that constitutes an Impaired Aircraft Asset,but only for so long as it remains an Impaired Aircraft Asset, the BorrowingBase Value for such Aircraft Asset shall be zero effective as of thedate such Aircraft Asset became an Impaired Aircraft Asset.

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Inthe case of the June and December Quarterly Dates, the Borrowing Base Valueshall be adjusted to reflect any change in the Eligible Equipment or EligibleInventory (e.g., sales, acquisitions and change in status) occurring betweenthe date as of which the Appraisal Values were determined and the QuarterlyDate.

(i)            “**Certified Value**” of any item of Eligible Equipment or itemof Eligible Inventory: the current market value of such item certified by theBorrower based on its good faith and best knowledge assessment of such itembased on (i) in respect of non-traded Eligible Equipment and EligibleInventory, the most recent Appraisal Value, and the Borrower’s assessment ofany changes in valuation based on asset purchases, sales and trading activityduring the quarterly reporting period (ii) in respect of newly acquiredEligible Equipment and Eligible Inventory, the most recent Appraisal Value inrespect of comparable equipment and the prices paid by it during such period inrespect thereof and (iii) such other factors as the Borrower mayreasonably consider to be relevant.

3.3           Borrowing BaseValuations.

(a)           The Borrower shall deliver aBorrowing Base Report (in substantially the form of Exhibit K hereto, on theOriginal Closing Date and not later than 15 days after each QuarterlyDate, which shall calculate the Borrowing Base, (i) in respect of theOriginal Closing Date by reference to the Appraisal Value with respect to theOriginal Closing Date, (ii) in respect of the Quarterly Dates in June andDecember of each year, by reference to the Appraisal Value with respect to suchQuarterly Dates and (iii) in respect of the Quarterly Dates in September andMarch of each year, by reference to the Certified Value with respect to suchQuarterly Dates.

(b)           The Borrower will cooperate with theAppraiser in its due diligence associated with determining any Appraisal Value,and will provide to the Appraiser access to its facilities to determine theAppraisal Value during normal business hours and without any materialinterruption of the Borrower’s business operations, as well as, on a timelybasis, all relevant and necessary data required by the Appraiser to determinethe Appraisal Value (including disc sheets, inspection reports and records, asapplicable).

3.4           Requests to Add AdditionalEquipment Types.  The Borrower mayfrom time to time propose the inclusion of additional types of Aircraft Assetsin Annex B and Annex C.  Uponreceipt of any such proposal, the Administrative Agent agrees to negotiate ingood faith whether to add such additional types of Aircraft Assets, therespective Categories such Aircraft Assets would have on Annex B and therespective Borrowing Base Advance Rates for such Aircraft Assets inAnnex C, it being understood that the inclusion of different types ofAircraft Assets would require an amendment to this Agreement requiring theconsent of the Lenders pursuant to Section 10.1.

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**Section 4.             **Representationsand Warranties.  To induce theAdministrative Agent and the Lenders to enter into this Agreement and to makethe Loans, the Borrower hereby represents and warrants to the AdministrativeAgent and each Lender that:

4.1           Financial Condition.

(a)           The unaudited pro forma consolidatedbalance sheet of the Borrower and its consolidated Subsidiaries as atSeptember 30, 2006 (the “**Pro FormaBalance Sheet**”), copies of which have heretofore been furnished tothe Administrative Agent, has been prepared giving effect (as if such eventshad occurred on such date) to (i) the consummation of the Acquisition,(ii) the Loans to be made on the Original Closing Date and the use ofproceeds thereof and (iii) the payment of fees and expenses in connectionwith the foregoing.  The Pro FormaBalance Sheet has been prepared based on the best information available to theBorrower as of the date of delivery thereof, and presents fairly on a pro formabasis the estimated financial position of Borrower and its consolidatedSubsidiaries as at September 30, 2006, assuming that the events specifiedin the preceding sentence had actually occurred at such date.

(b)           The audited consolidated balancesheet of the Borrower as at December 31, 2005 and the related consolidatedstatements of income and of cash flows for the fiscal years ended on suchdates, reported on by and accompanied by an unqualified report from KPMG,present fairly the consolidated financial condition of the Borrower as at suchdate, and the consolidated results of its operations and its consolidated cashflows for the respective fiscal years then ended.  The unaudited consolidated balance sheet ofthe Borrower as at September 30, 2006, and the related unauditedconsolidated statements of income and cash flows for the nine-month periodended on such date, present fairly the consolidated financial condition of theBorrower as at such date, and the consolidated results of its operations andits consolidated cash flows for the nine-month period then ended (subject tonormal year-end audit adjustments). All such financial statements have been prepared in accordance with GAAPapplied consistently throughout the periods involved (except as approved by theaforementioned firm of accountants and disclosed therein).  Neither the Borrower nor any of itsSubsidiaries has any material Guarantee Obligations, contingent liabilities andliabilities for taxes, or any long-term leases or unusual forward or long-termcommitments, including any interest rate or foreign currency swap or exchangetransaction or other obligation in respect of derivatives, that are notreflected in the most recent financial statements referred to in thisparagraph.  Since the date of thePro-Forma Balance Sheet there has been no Disposition by the Borrower or any ofits Subsidiaries of any material part of its business or property.

4.2           No Change.  Since the date of the Pro Forma BalanceSheet, there has been no development or event that has had or could reasonablybe expected to have a Material Adverse Effect.

4.3           Existence; Compliance with Law.  The Borrower and each of its Subsidiaries(a) is duly organized, validly existing and (if applicable) in goodstanding under the laws of the jurisdiction of its organization, (b) hasthe power and authority, and the legal right, to own and operate its property,to lease the property it operates as lessee and to conduct the business inwhich it is currently engaged, (c) is duly qualified as a foreigncorporation and in good standing (if applicable) under the laws of eachjurisdiction where its ownership, lease or operation of

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property or the conductof its business requires such qualification (except to the extent that thefailure to be so qualified could not, in the aggregate, reasonably be expectedto have a Material Adverse Effect) and (d) is in compliance with allRequirements of Law except to the extent that the failure to comply therewithcould not, in the aggregate, reasonably be expected to have a Material AdverseEffect.

4.4           Power; Authorization; EnforceableObligations.  The Borrower and eachof its Subsidiaries has the power and authority, and the legal right, to make,deliver and perform the Loan Documents to which it is a party and, in the caseof the Borrower, to obtain extensions of credit hereunder.  The Borrower and each of its Subsidiaries hastaken all necessary organizational action to authorize the execution, deliveryand performance of the Loan Documents to which it is a party and, in the caseof the Borrower, to authorize the extensions of credit on the terms andconditions of this Agreement.  No consentor authorization of, filing with, notice to or other act by or in respect of,any Governmental Authority or any other Person is required in connection withthe Acquisition and the extensions of credit hereunder or with the execution,delivery, performance, validity or enforceability of this Agreement or any ofthe Loan Documents, except (i) consents, authorizations, filings andnotices described in Schedule 4.4, which consents, authorizations, filingsand notices have been obtained or made and are in full force and effect and(ii) the filings contemplated by Section 5.  Each Loan Document has been duly executed anddelivered on behalf of the Borrower and/or each of its Subsidiaries party thereto.  This Agreement constitutes, and each otherLoan Document upon execution will constitute, a legal, valid and bindingobligation of the Borrower and each of its Subsidiaries party thereto,enforceable against each thereof in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights generally and by general equitable principles (whetherenforcement is sought by proceedings in equity or at law).

4.5           No Legal Bar.  The execution, delivery and performance ofthis Agreement and the other Loan Documents, the borrowings hereunder and theuse of the proceeds thereof will not violate any Requirement of Law or anyContractual Obligation of Borrower or any of its Subsidiaries and will notresult in, or require, the creation or imposition of any Lien on any of theirrespective properties or revenues pursuant to any Requirement of Law or anysuch Contractual Obligation (other than the Liens created by the SecurityDocuments).  No Requirement of Law orContractual Obligation applicable to the Borrower or any of its Subsidiariescould reasonably be expected to have a Material Adverse Effect.

4.6           Litigation.  No litigation, investigation or proceeding ofor before any arbitrator or Governmental Authority is pending or, to theknowledge of the Borrower, threatened by or against Borrower or any of itsSubsidiaries or against any of their respective properties or revenues(a) with respect to any of the Loan Documents or any of the transactionscontemplated hereby or thereby, or (b) that could reasonably be expectedto have a Material Adverse Effect.

4.7           No Default.  No Loan Party is in default under or withrespect to any of its Contractual Obligations in any respect that couldreasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurredand is continuing.

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4.8           Ownership of Property; Liens.  Schedule 4.8 lists all real propertyowned or leased by the Borrower or any of its Subsidiaries.

4.9           Intellectual Property.  The Borrower and each of its Subsidiariesowns, or is licensed to use, all Intellectual Property necessary for theconduct of its business as currently conducted. No material claim has been asserted and is pending by any Personchallenging or questioning the use of any Intellectual Property or the validityor effectiveness of any Intellectual Property, nor does the Borrower know ofany valid basis for any such claim.  Theuse of Intellectual Property by the Borrower and each of its Subsidiaries doesnot infringe on the rights of any Person in any material respect.

4.10         Taxes.  The Borrower and each of its Subsidiaries hasfiled or caused to be filed all Federal, state and other material Tax returnsthat are required to be filed and has paid all Taxes shown to be due andpayable on said returns or on any assessments made against it or any of itsproperty and all other Taxes, fees or other charges imposed on it or any of itsproperty by any Governmental Authority (other than any the amount or validityof which are currently being contested in good faith by appropriate proceedingsand with respect to which reserves in conformity with GAAP have been providedon the books of the relevant Loan Party); and, to the knowledge of theBorrower, no Tax lien has been filed and no claim is being asserted, withrespect to any such Tax, fee or other charge.

4.11         Federal Regulations.  No part of the proceeds of any Loans, and noother extensions of credit hereunder, will be used for “buying” or “carrying”any “margin stock” within the respective meanings of each of the quoted termsunder Regulation U as now and from time to time hereafter in effect or for anypurpose that violates the provisions of the Regulations of the Board.  If requested by any Lender or theAdministrative Agent, the Borrower will furnish to the Administrative Agent andeach Lender a statement to the foregoing effect in conformity with therequirements of FR Form G-3 or FR Form U-1, as applicable, referred to inRegulation U.

4.12         Labor Matters.  Except as, in the aggregate, could notreasonably be expected to have a Material Adverse Effect:  (a) there are no strikes or other labordisputes against Borrower or any of its Subsidiaries pending or, to theknowledge of the Borrower, threatened; (b) hours worked by and paymentmade to employees of the Borrower and each of its Subsidiaries have not been inviolation of the Fair Labor Standards Act or any other applicable Requirementof Law dealing with such matters; and (c) all payments due from Borroweror any of its Subsidiaries on account of employee health and welfare insurancehave been paid or accrued as a liability on the books of the relevant LoanParty.

4.13         ERISA.  Neither a Reportable Event nor an “accumulatedfunding deficiency” (within the meaning of Section 412 of the Code orSection 302 of ERISA) has occurred during the five-year period priorto the date on which this representation is made or deemed made with respect toany Plan, and each Plan has complied in all material respects with theapplicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien infavor of the PBGC or a Plan has arisen, during such five-year period.  The present value of all accrued benefitsunder each Single Employer Plan (based on those assumptions used to fund suchPlans) did not, as of the last annual valuation date prior to the date on whichthis

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representation is made ordeemed made, exceed the value of the assets of such Plan allocable to suchaccrued benefits by a material amount. Neither the Borrower nor any Commonly Controlled Entity has had acomplete or partial withdrawal from any Multiemployer Plan that has resulted orcould reasonably be expected to result in a material liability under ERISA, andneither the Borrower nor any Commonly Controlled Entity would become subject toany material liability under ERISA if the Borrower or any such CommonlyControlled Entity were to withdraw completely from all Multiemployer Plans asof the valuation date most closely preceding the date on which thisrepresentation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

4.14         Investment Company Act; OtherRegulations.  Neither the Borrowernor any of its Subsidiaries is an “investment company”, or a company “controlled”by an “investment company”, within the meaning of the Investment Company Act of1940, as amended.  No Loan Party issubject to regulation under any Requirement of Law (other thanRegulation X of the Board) that limits its ability to incur Indebtedness.

4.15         Subsidiaries.  Except for Subsidiaries created after theOriginal Closing Date which have become parties to the Guarantee and CollateralAgreement and the Aircraft Asset Security Agreement as provided therein (“**New Subsidiaries**”):  (a) Schedule 4.15 sets forth thename and jurisdiction of incorporation of each Subsidiary; and, as to each suchSubsidiary and each New Subsidiary, the Borrower owns 100% of each class of CapitalStock issued thereby; and (b) there are no outstanding subscriptions,options, warrants, calls, rights or other agreements or commitments (other thanstock options granted to employees or directors and directors’ qualifyingshares) of any nature relating to any Capital Stock of the Borrower or any suchSubsidiary, except as created by the Loan Documents.

4.16         Use of Proceeds.  The proceeds of the Revolving Loans shall beused to acquire (or refinance the acquisition cost of) Eligible Equipment orrefinance Returned Equipment.  TheBorrower is the ultimate beneficiary of the Loans being made under thisAgreement.

4.17         Environmental Matters.  Except as, in the aggregate, could notreasonably be expected to have a Material Adverse Effect:

(a)           the facilities and properties owned,leased or operated by Borrower or any of its Subsidiaries (the “Properties”) donot contain, and have not previously contained, any Materials of EnvironmentalConcern in amounts or concentrations or under circumstances that constitute orconstituted a violation of, or could give rise to liability under, anyEnvironmental Law;

(b)           no Loan Party has received or isaware of any notice of violation, alleged violation, non-compliance, liabilityor potential liability regarding environmental matters or compliance withEnvironmental Laws with regard to any of the Properties or the businessoperated by Borrower or any of its Subsidiaries (the “Business”), nor does theBorrower have knowledge or reason to believe that any such notice will be receivedor is being threatened;

(c)           Materials of Environmental Concernhave not been transported or disposed of from the Properties in violation of,or in a manner or to a location that could give rise

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to liability under, anyEnvironmental Law, nor have any Materials of Environmental Concern beengenerated, treated, stored or disposed of at, on or under any of the Propertiesin violation of, or in a manner that could give rise to liability under, anyapplicable Environmental Law;

(d)           no judicial proceeding orgovernmental or administrative action is pending or, to the knowledge of theBorrower, threatened, under any Environmental Law to which Borrower or any ofits Subsidiaries is or will be named as a party with respect to the Propertiesor the Business, nor are there any consent decrees or other decrees, consentorders, administrative orders or other orders, or other administrative orjudicial requirements outstanding under any Environmental Law with respect tothe Properties or the Business;

(e)           there has been no release or threatof release of Materials of Environmental Concern at or from the Properties, orarising from or related to the operations of Borrower or any of itsSubsidiaries in connection with the Properties or otherwise in connection withthe Business, in violation of or in amounts or in a manner that could give riseto liability under Environmental Laws;

(f)            the Properties and all operations atthe Properties are in compliance, and have in the last five years been incompliance, with all applicable Environmental Laws, and there is nocontamination at, under or about the Properties or violation of anyEnvironmental Law with respect to the Properties or the Business; and

(g)           no Loan Party has assumed anyliability of any other Person under Environmental Laws.

4.18         Accuracy of Information, etc.  No representation or warranty contained inthis Agreement or any other Loan Document or any other document or certificatefurnished by or on behalf of Borrower or any of its Subsidiaries to theAdministrative Agent or the Lenders, or any of them, for use in connection withthe transactions contemplated by this Agreement or the other Loan Documents,taken as a whole, contained as of the date such statement, information,document or certificate was so furnished, any untrue statement of a materialfact or omitted to state a material fact necessary to make the statementscontained herein or therein, in light of the circumstances under which theywere made, not misleading.  Theprojections and pro forma financial information contained in the materialsreferenced above are based upon good faith estimates and assumptions believedby management of the Borrower to be reasonable at the time made, it beingrecognized by the Lenders that such financial information as it relates tofuture events is not to be viewed as fact and that actual results during theperiod or periods covered by such financial information may differ from theprojected results set forth therein by a material amount.  As of the Original Closing Date, therepresentations and warranties of the Borrower contained in the AcquisitionDocumentation were true and correct in all material respects.

4.19         Security Documents.

(a)           The Security Documents are effectiveto create in favor of the Collateral Administrative Agent, for the benefit ofthe Lenders, the security interests in the Collateral purported to be createdthereby, with such priority and perfected as provided in the Loan Documents.

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(b)           Schedule 4.19(a) lists allAircraft Assets and all Aircraft Asset Leases owned by the Borrower or anySubsidiary.

(c)           Schedule 4.19(b) lists eachlocation at which the Borrower or any Subsidiary maintains or stores  Eligible Equipment (other than any suchEquipment subject to an Aircraft Asset Lease) or Eligible Inventory having aaggregate value at any one location of in excess of $1,000,000.

(d)           Schedule 4.19(c) lists each bankaccount or investment account maintained by the Borrower or any of itsSubsidiaries;

(e)           Schedule 4.19(d) lists allIntellectual Property owned by the Borrower or any of its Subsidiaries.

(f)            Notwithstanding the foregoingprovisions of this Section 4.19, no representation is made under thisSection 4 as to any Exempted Property.

4.20         Solvency.  The Borrower and each Subsidiary thereof isSolvent.

4.21         Certain Documents.  The Borrower has delivered to theAdministrative Agent a complete and correct copy of the AcquisitionDocumentation, including any amendments, supplements or modifications withrespect to any of the foregoing.

4.22         Employment Arrangements.  The Borrower has delivered to theAdministrative Agent a complete and correct copy of all employment contracts towhich the Borrower is a party, a list of which is on Schedule 4.22.

**Section 5.             **ConditionsPrecedent.

5.1           Effective Date.  This Agreement shall be effective when thefollowing conditions precedent have been satisfied:

(a)           Loan Documents.  The Administrative Agent shall have receivedthe following documents, each duly executed and delivered by the intendedparties thereto:

(i)            this Agreement; and

(ii)           the Omnibus Amendment.

(b)           Representations and Warranties.  Each of the representations and warrantiesmade by Borrower in Section 4 of this Agreement shall be true and correcton and as of the Effective Date as if made on and as of such date.

(c)           No Default.  No Default or Event of Default shall haveoccurred and be continuing on such date.

(d)           Tranche A Term Loans, PrepaymentFee and Breakage.  The Tranche A TermLoans issued to the Borrower pursuant to the Original Credit Agreement shall havebeen

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prepaid and the Lendersshall have received all fees required to be paid, and all expenses for whichinvoices have been presented pursuant to Section 2.8 of the OriginalCredit Agreement with respect to such prepayment.

(e)           Tranche B Term Loans.  The Tranche B Term Loans issued to theBorrower pursuant to the Junior Credit Agreement shall have been prepaid andthe lenders of such Tranche B Term Loans shall have received all fees requiredto be paid, and all expenses for which invoices have been presented pursuant toSection 2.8 of the Junior Credit Agreement with respect to suchprepayment.

(f)            The Borrower shall have paid to theLenders the fees in the amounts agreed to in writing by the Borrower and theLenders.

(g)           Closing Certificates.  The Administrative Agent shall have receivedsuch documents and certificates as the Administrative Agent or its counsel mayreasonably request relating to the organization, existence and good standing(if applicable) of the Borrower and each of its Subsidiaries, the authorizationof the transactions contemplated hereby, all in form and substance reasonablysatisfactory to the Administrative Agent and its counsel.  The Administrative Agent shall have alsoreceived a certificate, dated the Effective Date and signed by the President, aVice President or a Financial Officer of the Borrower confirming compliancewith the conditions set forth in paragraph (b) of this Section 5.1.

(h)           Legal Opinions.  The Administrative Agent shall have receivedthe following executed legal opinions:

(i)            the legal opinion of Milbank, Tweed,Hadley & McCloy, special counsel to the Pledgor, the Borrower and itsSubsidiaries, in form and substance reasonably satisfactory to theAdministrative Agent and its counsel;

(ii)           the legal opinion of Vedder, Price,Kaufman & Kammholz, special counsel to the Administrative Agent, in formand substance reasonably satisfactory to the Administrative Agent; and

(iii)          the legal opinion of the GeneralCounsel to the Borrower, in form and substance reasonably satisfactory to theAdministrative Agent and its counsel.

in each case inform and substance reasonably satisfactory to the Administrative Agent and itscounsel.

(i)            Key Man Insurance.  The Administrative Agent shall have receivedevidence that the Key Man Insurance complies with Section 6.9(b) hereof.

5.2           Conditions to Each Loan.  The agreement of each Lender to make aRevolving Loan or the Swing Line Lender to make a Swing Line Loan requested tobe made by it on any date is subject to the satisfaction of the followingconditions precedent:

(a)           Representations and Warranties.  Each of the representations and warrantiesmade by Borrower in Section 4 of this Agreement shall be true and correcton and as

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of such date as if madeon and as of such date; provided that such representations and warranties shallnot include those contained in Sections 4.2, 4.6, 4.12 or 4.17.

(b)           No Default.  No Default or Event of Default shall haveoccurred and be continuing on such date or after giving effect to theextensions of credit requested to be made on such date.

(c)           Notice of Borrowing.  The Administrative Agent shall have receivedfrom the Borrower the Notice of Borrowing therefor, duly completed and with allattachments, together with such other evidence as to the Purchase Price of theassociated Eligible Equipment or Eligible Inventory as the Administrative Agentmay reasonably request.

(d)           Equity Contribution.  If Section 2.4(b)(ii) is applicable, theAdministrative Agent shall have received from the Borrower evidence reasonablysatisfactory to the Administrative Agent of the Borrower’s provision of thebalance of the Purchase Price for the associated Eligible Equipment or EligibleInventory not attributable to the related Revolving Loan.

(e)           Insurance.  The Administrative Agent shall have receivedinsurance certificates satisfying the requirements of Section 2.07 of theAircraft Asset Security Agreement in respect of each Aircraft Asset subject tothe Aircraft Asset Security Agreement Supplement delivered on such date.

(f)            Aircraft Asset Security AgreementSupplement.  The Administrative Agentshall have received from the Borrower a duly executed Aircraft Asset SecurityAgreement Supplement in respect of any Aircraft Asset and Assignment of Leasein respect of any Aircraft Asset Lease being acquired with the proceeds of suchRevolving Loan.

(g)           Filings, Registrations andRecordings (Aircraft Assets).  In thecase of any Aircraft Asset intended to be acquired with the proceeds of suchRevolving Loan, the following statements shall be true, and the AdministrativeAgent shall have received evidence reasonably satisfactory to it (including,with respect to Aircraft Assets which are eligible for registration with theInternational Registry, a printout of the “priority search certificate” fromthe International Registry relating to such Aircraft Assets) with respect toeach Aircraft Asset and any related Aircraft Asset Lease so acquired to theeffect that:

(i)            the Borrower or the applicableSubsidiary has good title to such Aircraft Asset and Aircraft Asset Lease, freeand clear of Liens other than Permitted Liens, the mortgage, security andinternational interests created by the Aircraft Asset Security Agreement andthe Aircraft Asset Security Agreement Supplement for such Aircraft Asset andAircraft Asset Lease;

(ii)           with respect to each Aircraft Asset(other than an Aircraft Asset which is an Exempted Property), the Borrower isin compliance with Section 2.02 of the Aircraft Asset Security Agreementand, if required by Section 2.02 of the Aircraft Asset Security Agreement,has delivered an opinion referred to in Section 2.02(d) of the AircraftAsset Security Agreement with respect to such Aircraft Assets (provided, that

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any Lessee Consentto Assignment pursuant to clause (b) of the definition thereof shall notbe required to be delivered on the Borrowing Date); and

(iii)          with respect to each Aircraft Asset(other than an Aircraft Asset which is an Exempted Property), in respect of anyAircraft Asset Lease, the Borrower is in compliance with the provisions of  Section 2.04(c) of the Aircraft AssetSecurity Agreement (provided, that any Lessee Consent to Assignment pursuant toclause (b) of the definition thereof shall not be required to be deliveredon the Borrowing Date).

In the event (i) it is not reasonably feasible tofile “international interests” anticipated pursuant to Sections 2.02 and2.04 of the Aircraft Asset Security Agreement, the Borrower shall be deemed incompliance with this clause (g) if “prospective international interests”with respect to such “international interests”, if reasonably feasible, arefiled and (ii) a Deregistration Power of Attorney or Lessee Consent toAssignment of the type referred to in clause (b) of the definitionthereof, in either case, required by Section 2.02 or 2.04 of the AircraftAsset Security Agreement cannot be obtained on or prior to the date ofborrowing, the Borrower shall obtain such Deregistration Power of Attorney orLessee Consent to Assignment, as the case may be, within 45 days after theBorrowing Date.

**Section 6.             **AffirmativeCovenants.  The Borrower herebyagrees that, so long as the Commitments remain in effect or any Loan or otheramount is owing to any Lender or the Administrative Agent hereunder, theBorrower shall, and shall cause each of its Subsidiaries, to:

6.1           Financial Statements.  Furnish to the Administrative Agent on behalfof the Lenders:

(a)           as soon as available, but in anyevent within 120 days after the end of each fiscal year of the Borrower, acopy of the audited consolidated balance sheet of the Borrower and itsconsolidated Subsidiaries as at the end of such year and the related auditedconsolidated statements of income and of cash flows for such year, settingforth in each case in comparative form the figures for the previous year,reported on without a “going concern” or like qualification or exception, orqualification arising out of the scope of the audit, by KPMG, Price WaterhouseCoopers or other independent certified public accountants of nationally recognizedstanding;

(b)           as soon as available, but in anyevent not later than 90 days after the end of each fiscal year of theBorrower, the unaudited consolidated balance sheet of the Borrower and itsconsolidated Subsidiaries as at the end of such fiscal year and the relatedunaudited consolidated statements of income and of cash flows for such fiscalyear through the end of such quarter, setting forth in each case in comparativeform the figures for the previous year; and

(c)           as soon as available, but in anyevent not later than 45 days after the end of each of the first threequarterly periods of each fiscal year of the Borrower, the unauditedconsolidated balance sheet of the Borrower and its consolidated Subsidiaries asat the end of such quarter and the related unaudited consolidated statements ofincome and of cash flows for such quarter and the portion of the fiscal yearthrough the end of such quarter, setting forth in each case in comparative formthe figures for the previous year, certified by a Responsible

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Officer as being fairlystated in all material respects (subject to normal year-end auditadjustments).

Allsuch financial statements shall be complete and correct in all materialrespects and shall be prepared in reasonable detail and in accordance with GAAPapplied consistently throughout the periods reflected therein and with priorperiods (except as approved by such accountants or officer, as the case may be,and disclosed therein and except that unaudited financial statements may nothave notes).

6.2           Certificates; Other Information.  Furnish to the Administrative Agent on behalfof the Lenders:

(a)           concurrently with the delivery of anyfinancial statements pursuant to Section 6.1(a) or 6.1(c), a ComplianceCertificate of a Responsible Officer:  (i) statingthat, to the best of each such Responsible Officer’s knowledge, suchResponsible Officer has obtained no knowledge of any Default or Event ofDefault except as specified in such certificate; (ii) in the case ofquarterly or annual financial statements, containing all information andcalculations necessary for determining compliance by the Borrower and eachSubsidiary with Sections 7.1(a) and 7.1(b) as of the last day of thefiscal quarter or fiscal year of the Borrower, as the case may be; and (iii) tothe extent not previously disclosed to the Administrative Agent, a listing ofany location where the Borrower or any Subsidiary maintains, stores orwarehouses Eligible Equipment or Eligible Inventory in an aggregate amount of$1,000,000 or more.

(b)           as soon as available, and in anyevent no later than 45 days after the end of each fiscal year of theBorrower, a consolidated budget for the following fiscal year (including aprojected consolidated balance sheet of the Borrower and its Subsidiaries as ofthe end of the following fiscal year, the related consolidated statements ofprojected cash flow and projected income and a description of the underlyingassumptions applicable thereto), and, as soon as available, significantrevisions, if any, of such budget and projections with respect to such fiscalyear (collectively, the “**Projections**”);

(c)           no later than 5 Business Days priorto the effectiveness thereof, copies of substantially final drafts of anyproposed amendment, supplement, waiver or other modification with respect toany Acquisition Documentation; and

(d)           promptly upon the AdministrativeAgent’s request, such additional financial and other information as may fromtime to time be required by the Administrative Agent or any Lender in order tocomply with any Requirement of Law.

6.3           Payment of Obligations.  Pay, discharge or otherwise satisfy at orbefore maturity or before they become delinquent, as the case may be, all itsmaterial obligations of whatever nature, except where the amount or validitythereof is currently being contested in good faith by appropriate proceedingsand reserves in conformity with GAAP with respect thereto have been provided onthe books of the relevant Loan Party.

6.4           Maintenance of Existence;Compliance.  (a) (i) Preserve,renew and keep in full force and effect its organizational existence and(ii) take all reasonable action to maintain all

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rights, privileges andfranchises necessary or desirable in the normal conduct of its business,except, in each case, as otherwise permitted by Section 7.4 and except, inthe case of clause (ii) above, to the extent that failure to do so couldnot reasonably be expected to have a Material Adverse Effect; and(b) comply with all Contractual Obligations and Requirements of Law exceptto the extent that failure to comply therewith could not, in the aggregate,reasonably be expected to have a Material Adverse Effect.

6.5           Maintenance of Property; Insurance.  Without limiting its obligations underSection 2.07 of the Aircraft Asset Security Agreement, (a) keep allproperty useful and necessary in its business in good working order andcondition, ordinary wear and tear excepted and (b) maintain withfinancially sound and reputable insurance companies insurance on all itsproperty in at least such amounts and against at least such risks (butincluding in any event public liability, product liability and businessinterruption) as are usually insured against in the same general area bycompanies engaged in the same or a similar business.

6.6           Inspection of Property; Books andRecords; Discussions.  (a) Keepproper books of records and account in which full, true and correct entries inconformity with GAAP and all Requirements of Law shall be made of all dealingsand transactions in relation to its business and activities and (b) permit representatives of the Administrative Agent to visit and inspect any ofits properties and examine and make abstracts from any of its books and recordsupon reasonable notice and at any reasonable time during normal business hoursand not more than once during any fiscal quarter (unless an Event of Defaultshall have occurred and be continuing) and to discuss the business, operations,properties and financial and other condition of the Loan Parties with officersand employees of the Loan Parties and with their independent certified publicaccountants provided that, such inspection shall not be materiallyinterruptive to the business of the Borrower.

6.7           Notices.  Promptly give notice to the AdministrativeAgent of:

(a)           the occurrence of any Default orEvent of Default;

(b)           any (i)  event of default underany Contractual Obligation of Borrower or any of its Subsidiaries or(ii) litigation, investigation or proceeding that may exist at any timebetween Borrower or any of its Subsidiaries and any Governmental Authority,that in either case, if not cured or if adversely determined, as the case maybe, could reasonably be expected to have a Material Adverse Effect;

(c)           any litigation or proceedingaffecting Borrower or any of its Subsidiaries (i) in which the amountinvolved is $5,000,000 or more and not covered by insurance or (ii) whichrelates to any Loan Document;

(d)           the following events, as soon aspossible and in any event within 30 days after the Borrower knows of:  (i) the occurrence of any ReportableEvent with respect to any Plan, a failure to make any required contribution toa Plan, the creation of any Lien in favor of the PBGC or a Plan or anywithdrawal from, or the termination, Reorganization or Insolvency of, anyMultiemployer Plan or (ii) the institution of proceedings or the taking ofany other action by the PBGC or the Borrower or any Commonly Controlled Entityor any Multiemployer Plan with

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respect to the withdrawalfrom, or the termination, Reorganization or Insolvency of, any Plan; and

(e)           any Aircraft Asset becoming anImpaired Aircraft Asset or Lease Default Equipment.

Eachnotice pursuant to this Section 6.7 shall be accompanied by a statement ofa Responsible Officer setting forth details of the occurrence referred totherein and stating what action the relevant Loan Party proposes to take withrespect thereto.

6.8           Environmental Laws.  (a)  Comply in all materialrespects with, and ensure compliance in all material respects by all tenantsand subtenants, if any, with, all applicable Environmental Laws, and obtain andcomply in all material respects with and maintain, and ensure that all tenantsand subtenants obtain and comply in all material respects with and maintain,any and all licenses, approvals, notifications, registrations or permitsrequired by applicable Environmental Laws.

(b)           Conduct and complete allinvestigations, studies, sampling and testing, and all remedial, removal andother actions required under Environmental Laws and promptly comply in allmaterial respects with all lawful orders and directives of all GovernmentalAuthorities regarding Environmental Laws.

6.9           Hedge Agreements;Key Man Insurance.

(a)           Keep in full force and effect, andcomply with its obligations under, the CALYON Hedge Agreement and keep in fullforce and effect, and comply with its obligations under, the Existing HedgeAgreements through their respective “Termination Dates”.

(b)           Keep in full force and effect, andcomply with its obligations under, policies of Key Man Insurance in the amountof at least $10,000,000 each with respect to Messrs. Finazzo and Nichols,with the Administrative Agent named as the insured party and loss payee andotherwise containing such terms and conditions as the Administrative Agent mayreasonably request.

6.10         Additional Collateral.  (a)  With respect to any personalproperty acquired after the Original Closing Date by the Borrower or any of itsSubsidiaries (other than (x) any property subject to a Lien expresslypermitted by Section 7.3 and (y) any Exempted Property) as to whichthe Administrative Agent, for the benefit of the Lenders, does not have aperfected Lien, promptly (i) execute and deliver to the AdministrativeAgent such amendments or supplements to the Guarantee and Collateral Agreement(or, in the case of any Aircraft Asset or Aircraft Asset Lease, the AircraftAsset Security Agreement and the Assignment of Lease) or such other documentsas the Administrative Agent deems necessary or advisable to grant to theAdministrative Agent, for the benefit of the Lenders, a security interest insuch property and (ii) take all actions necessary or advisable to grant tothe Administrative Agent, for the benefit of the Lenders, a perfected firstpriority security interest in such property, including the filing of UniformCommercial Code financing statements in such jurisdictions as may be requiredby the Guarantee and Collateral Agreement or the taking of the actionsspecified in Section 5.2(g) or as may be reasonably requested by theAdministrative Agent.

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(b)           With respect to any interest in anyreal property having a value (together with improvements thereof) of at least$500,000 acquired after the Original Closing Date by the Borrower or any of itsSubsidiaries, promptly (i) execute and deliver a first priority mortgage,in favor of the Administrative Agent, for the benefit of the Lenders, coveringsuch real property, (ii) if requested by the Administrative Agent, providethe Lenders with (x) title and extended coverage insurance covering such realproperty in an amount at least equal to the purchase price of such realproperty (or such other amount as shall be reasonably specified by theAdministrative Agent) as well as a current ALTA survey thereof, together with asurveyor’s certificate and (y) any consents or estoppels reasonably deemednecessary or advisable by the Administrative Agent in connection with suchmortgage, each of the foregoing in form and substance reasonably satisfactoryto the Administrative Agent and (iii) if requested by the AdministrativeAgent, deliver to the Administrative Agent legal opinions relating to thematters described above, which opinions shall be in form and substance, andfrom counsel, reasonably satisfactory to the Administrative Agent.  With respect to any real property leasedby  Borrower or any of its Subsidiariesafter the Original Closing Date, the Borrower shall have obtained from eachPerson with any interest in the real property and/or the improvements thereon  (whether as fee owner, landlord, tenant,ground lessor, mortgagee, leasehold mortgagee, beneficiary of deed of trust,beneficiary of leasehold deed of trust or otherwise), a waiver of any and allright or interest that such Person may otherwise have in the inventory andother Collateral and such Person’s consent, if applicable, to access by theAdministrative Agent or its representative to the premises in connection withthe exercise of any rights or remedies under or pursuant to the SecurityDocuments pursuant to a Landlord Consent and, if in the reasonable opinion ofthe Administrative Agent, such real property lease is material to the continuedoperation of the business of the Borrower and its Subsidiaries, the Borrowershall assign such real estate lease to the Administrative Agent pursuant to aCollateral Lease Assignment.

(c)           With respect to any new Subsidiarycreated or acquired after the Original Closing Date by Borrower or any of itsSubsidiaries, promptly (i) execute and deliver to the Administrative Agentsuch amendments to the Guarantee and Collateral Agreement as the AdministrativeAgent deems necessary or advisable to grant to the Administrative Agent, forthe benefit of the Lenders, a perfected first priority security interest in theCapital Stock of such new Subsidiary that is owned by the Borrower or any ofits Subsidiaries, (ii) deliver to the Administrative Agent thecertificates representing such Capital Stock, together with undated stockpowers, in blank, executed and delivered by a duly authorized officer of therelevant Loan Party, (iii) cause such new Subsidiary (A) to become aparty to the Guarantee and Collateral Agreement and, if applicable, theAircraft Asset Security Agreement, (B) to take such actions necessary oradvisable to grant to the Administrative Agent for the benefit of the Lenders aperfected first priority security interest in the Collateral described in theGuarantee and Collateral Agreement and the Aircraft Asset Security Agreementwith respect to such new Subsidiary, including the filing of Uniform CommercialCode financing statements in such jurisdictions as may be required by theGuarantee and Collateral Agreement or the taking of the actions specified inSection 5.2(g) or the Aircraft Asset Security Agreement, as the case maybe, or by law or as may be reasonably requested by the Administrative Agent and(C) to deliver to the Administrative Agent a certificate of suchSubsidiary, substantially in the form of Exhibit B to the Guarantee andCollateral Agreement, with appropriate insertions and attachments, and (iv) ifrequested by the Administrative Agent, deliver to the Administrative Agentlegal opinions

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relating to the mattersdescribed above, which opinions shall be in form and substance, and fromcounsel, reasonably satisfactory to the Administrative Agent.

(d)           With respect to any Deposit Accountacquired by the Borrower or any Subsidiary after the Closing, cause an accountcontrol agreement substantially in the form of the Account Control Agreement tobe duly executed and delivered by the account holder, the account bank/brokerand the Administrative Agent.

6.11         Subsidiaries.  All Subsidiaries, whether existing on thedate hereof or formed or acquired in the future, shall be Wholly OwnedSubsidiaries.

6.12         Post Closing Registration ofInternational Interests.  If on  any Borrowing Date, prospective internationalinterests with respect to an Aircraft Asset or an Aircraft Asset Lease whichare eligible for registration with the International Registry were made, within45 days after such Borrowing Date, the Borrower shall, if feasible, registerinternational interests with respect to such Aircraft Asset or Aircraft AssetLease with the International Registry and shall deliver to the AdministrativeAgent a printout of the “priority search certificate” from the International Registryrelating thereto showing no registered international interests on theInternational Registry prior to such international interest or assignment.

**Section 7.             **NegativeCovenants.  The Borrower herebyagrees that, so long as the Commitments remain in effect, any Loan or otheramount is owing to any Lender or the Administrative Agent hereunder, theBorrower shall not, and shall not permit any of its Subsidiaries to, directlyor indirectly:

7.1           FinancialCondition Covenants.

(a)           Consolidated Leverage Ratio.  From and after January 1, 2007, permit theConsolidated Leverage Ratio as at the last day of any period of fourconsecutive fiscal quarters of the Borrower to exceed 4.00:1.

(b)           Consolidated Fixed Charge CoverageRatio.  Permit the Consolidated FixedCharge Coverage Ratio for any period of four consecutive fiscal quarters of theBorrower to be less than 1.25:1.  For thepurpose of calculating this financial covenant, the one-time non-recurring feesand expenses paid on the Effective Date shall be excluded from the calculationthereof.

(c)           One Time Charges. For thepurpose of calculating the two preceding financial covenants, the TransactionCosts (as defined in Annex A) shall be excluded from the calculationthereof, so long as such expenses do not exceed the maximum amount specified inthe definition thereof.

(d)           Cure Rights. For the purposesof ascertaining whether an Event of Default has occurred under Section 8(c)(i)in respect of either of the two preceding financial covenants inclauses (a) and (b) hereof, notwithstanding that either such covenant testis not satisfied, no Event of Default shall exist until:

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(i)            in the case of clause (a) [*Consolidated Leverage Ratio*], 30 dayshave elapsed from the date such test has been determined to have not been satisfiedduring which the Loans shall not have been prepaid in an amount such that, on apro forma basis (taking into account the resulting Loan balance after givingeffect to such prepayment), such covenant test would be satisfied; and

(ii)           in the case of clause (b) [*Consolidated Fixed Charge Ratio*],30 days have elapsed from the date such test has been determined to havenot been satisfied during which the Revolving Loans shall not have been prepaidin an aggregate amount equal to $500,000 for every basis point below 1.25:1that the Consolidated Fixed Charge Ratio is at such date of determination;provided that this “cure” provision for such clause (b) shall beinapplicable if the ratio as at such date of determination is below 1.16:1.

7.2           Indebtedness.  Create, issue, incur, assume, become liablein respect of or suffer to exist any Indebtedness, except:

(a)           Indebtedness of Borrower or any ofits Subsidiaries pursuant to any Loan Document;

(b)           Indebtedness of the Borrower to anySubsidiary and of any Subsidiary to the Borrower or any other Subsidiary andSubordinated Indebtedness of the Borrower to the Pledgor;

(c)           Guarantee Obligations incurred in theordinary course of business by the Borrower of obligations of any Subsidiary;

(d)           Indebtedness outstanding on theOriginal Closing Date (excluding the Wachovia Credit Facility) and listed onSchedule 7.2(d) and any refinancings, refundings, renewals or extensionsthereof (without increasing, or shortening the maturity of, the principalamount thereof);

(e)           Hedge Agreements in respect ofIndebtedness otherwise permitted hereby that bears interest at a floating rate,so long as such agreements are not entered into for speculative purposes;

(f)            Indebtedness of any Person thatbecomes a Subsidiary after the date hereof, provided, that suchIndebtedness existed immediately prior to the time such Person became aSubsidiary and was not created in contemplation of or in connection with suchPerson becoming a Subsidiary and after giving effect to such Person becoming a Subsidiary,the Borrower would be in compliance with clauses (a) and (b) ofSection 7.1 (assuming such clauses were calculated as of the date suchPerson became a Subsidiary);

(g)           Indebtedness incurred in theacquisition of tooling in the ordinary course of business; and

(h)           Other Indebtedness in an aggregateamount not exceeding $4,000,000 at any time outstanding.

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7.3           Liens.  Create, incur, assume or suffer to exist anyLien upon any of its property, whether now owned or hereafter acquired, exceptfor the following permitted liens (“**PermittedLiens**”):

(a)           Liens for taxes not yet due or thatare being contested in good faith by appropriate proceedings, providedthat adequate reserves with respect thereto are maintained on the books of theBorrower or its Subsidiaries, as the case may be, in conformity with GAAP;

(b)           landlords’, carriers’, warehousemen’s,mechanics’, materialmen’s, repairmen’s or other like Liens arising in theordinary course of business that are not overdue for a period of more than 60days or that are being contested in good faith by appropriate proceedings;

(c)           pledges or deposits in connectionwith workers’ compensation, unemployment insurance and other social securitylegislation;

(d)           deposits to secure the performance ofbids, trade contracts (other than for borrowed money), leases, statutoryobligations, surety and appeal bonds, performance bonds and other obligationsof a like nature incurred in the ordinary course of business;

(e)           easements, rights-of-way,restrictions and other similar encumbrances incurred in the ordinary course ofbusiness that, in the aggregate, are not substantial in amount and that do notin any case materially detract from the value of the property subject theretoor materially interfere with the ordinary conduct of the business of theBorrower or any of its Subsidiaries;

(f)            Liens in existence on the datehereof listed on Schedule 7.3(f), securing Indebtedness permitted bySection 7.2(d), provided that no such Lien is spread to cover anyadditional property after the Original Closing Date and that the amount ofIndebtedness secured thereby is not increased;

(g)           Liens created pursuant to theSecurity Documents and Liens permitted by the Security Documents (includingwithout limitation Section 2.01 of the Asset Security Agreement);

(h)           any interest or title of a lessor ora lessee under any lease entered into by the Borrower or any other Subsidiaryin the ordinary course of its business and covering only the assets so leased;

(i)            Liens of creditors of any person to whomthe Borrower’s or a Subsidiary’s assets are consigned for sale in the ordinarycourse of the Borrower’s or such Subsidiary’s business;

(j)            Liens in favor of customs andrevenue authorities arising as a matter of law to secure payment of customduties in connection with the importation of goods, provided that suchcustom duties are paid when due and adequate reserves with respect thereto aremaintained on the books of the Borrower or its Subsidiaries, as the case maybe, in conformity with GAAP;

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(k)           Liens in favor of collecting or payorbanks and other banks providing cash management services, in each case having aright of setoff, revocation, refund or chargeback against money or instrumentsof the Borrower or any Subsidiary on deposit or in possession of such bankarising for the payment of bank fees and other similar amounts owed in theordinary course of business;

(l)            Judgment and attachment Liens notgiving rise to an Event of Default;

(m)          Other Liens on assets (other thanassets forming part of the Borrowing Base) acquired after the Original ClosingDate securing or relating to Indebtedness and other liabilities and obligationsnot otherwise prohibited by this Agreement or the Security Documents in anaggregate amount not to exceed $4,000,000 at any time outstanding; and

(n)           Any renewal or substitution of anyLien described in clause (f), (i) or (m) provided that such Lien is notextended to additional assets.

7.4           Fundamental Changes.  Enter into any merger, consolidation oramalgamation, or liquidate, wind up or dissolve itself (or suffer anyliquidation or dissolution), or Dispose of all or substantially all of itsproperty or business, except that:

(a)           [Intentionally Omitted]

(b)           any Subsidiary of the Borrower may bemerged or consolidated with or into the Borrower (provided that the Borrowershall be the continuing or surviving corporation) or with or into anySubsidiary (provided that the Subsidiary shall be the continuing or survivingcorporation);

(c)           any Subsidiary of the Borrower mayDispose of any or all of its assets to the Borrower or any Subsidiary (uponvoluntary liquidation or otherwise); and

(d)           any Investment expressly permitted bySection 7.8 may be structured as a merger, consolidation or amalgamation.

7.5           Lines of Business.  Enter into any business, either directly orthrough any Subsidiary, except for those businesses in which the Borrower andits Subsidiaries are engaged on the date of this Agreement or that arereasonably related thereto.

7.6           Restricted Payments.  Declare or pay any dividend (other thandividends payable solely in common stock of the Person making such dividend)on, or make any payment on account of, or set apart assets for a sinking orother analogous fund for, the purchase, redemption, defeasance, retirement or otheracquisition of, any Capital Stock of the Borrower, whether now or hereafteroutstanding, or make any other distribution in respect thereof, either directlyor indirectly, whether in cash or property or in obligations of the Borrower(collectively, “**Restricted Payments**”),except that the Borrower may make dividend payment if:

(a)           no Default or Event of Default hasoccurred and is continuing;

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(b)           the aggregate amount of such dividendpayment in any calendar year does not exceed $10,000,000; and

(c)           after giving effect to such dividend,the Consolidated Leverage Ratio (calculated for the three month period endingon the date of such dividend) is not more than 3.00:1 and the ConsolidatedFixed Charge Coverage Ratio (calculated for the three month period ending onthe date of such dividend) is not less than 1.25:1 (provided that, incalculating both ratios, the Consolidated EBITDA component shall be calculatedfor the twelve-month period ending on the date of such dividend and shall giveeffect to the making of such dividend);

providedthat this Section 7.6 shall not restrict any dividend or other paymentmade in connection with the Acquisition.

7.7           Capital Expenditures.  Make or commit to make any CapitalExpenditure in excess of $4,000,000 in the aggregate, except CapitalExpenditures by the Borrower and its Subsidiaries of Aircraft Assets or toolingdirectly related thereto in the ordinary course of business; provided, however,that neither the Borrower nor any of its Subsidiaries may commit to aggregateobligations to make Capital Expenditures for Aircraft Assets (x) more than18 but less than 24 months in the future if such aggregate obligationswould be in excess of $35,000,000 or (y) more 24 or more months in thefuture if such aggregate obligations (when totaled with any aggregateobligations more than 18 months or less than 24 months in the future)would be in excess of $25,000,000.

7.8           Investments.  Make any advance, loan, extension of credit(by way of guaranty or otherwise) or capital contribution to, or purchase anyCapital Stock, bonds, notes, debentures or other debt securities of, or anyassets constituting a business unit of, or make any other investment in, anyPerson (all of the foregoing, “**Investments**”),except:

(a)           extensions of trade credit in theordinary course of business and any bond, note, debenture or other securitydistributed in a bankruptcy proceeding with respect thereto;

(b)           investments in Cash Equivalents;

(c)           Guarantee Obligations permitted bySection 7.2;

(d)           the Acquisition;

(e)           intercompany Investments by Borroweror any of its Subsidiaries in the Borrower or any Person that, prior to suchinvestment, is a Subsidiary; and

(f)            in addition to Investments otherwiseexpressly permitted by this Section, Investments by the Borrower or any of itsSubsidiaries in an aggregate amount (valued at cost) not to exceed $10,000,000during the term of this Agreement.

7.9           Synthetic Purchase Agreements.  Enter into or be party to, or make anypayment under, any Synthetic Purchase Agreement.

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7.10         Transactions with Affiliates.  Enter into any transaction, including anypurchase, sale, lease or exchange of property, the rendering of any service orthe payment of any management, advisory or similar fees, with any Affiliate(other than the Borrower or any Subsidiary) unless such transaction is(a) otherwise permitted under this Agreement, (b) (i) in theordinary course of business of the relevant Loan Party, and (ii) upon fairand reasonable terms no less favorable to the relevant Loan Party than it wouldobtain in a comparable arm’s length transaction with a Person that is not anAffiliate or (c) a written tax sharing agreement or similar arrangementbetween the Borrower and the Pledgor that requires the payment by the Borrowerof its allocable share of any consolidated, combined or unitary tax liabilityof any group that includes the Borrower and the Pledgor (or any affiliate ofthe Pledgor), which allocable share shall be no greater than the amount of USfederal, state, and local taxes that the Borrower and the Borrower’ssubsidiaries would have paid had the Borrower and its subsidiaries filed aconsolidated, combined or unitary return for a group including only theBorrower and its Subsidiaries.

7.11         Sales and Leasebacks.  Enter into any arrangement with any Personproviding for the leasing by Borrower or any of its Subsidiaries of real orpersonal property that has been or is to be sold or transferred by such LoanParty to such Person or to any other Person to whom funds have been or are tobe advanced by such Person on the security of such property or rentalobligations of such Loan Party.

7.12         Changes in Fiscal Periods.  Permit the fiscal year of the Borrower to endon a day other than December 31 or change the Borrower’s method ofdetermining fiscal quarters.

7.13         Negative Pledge Clauses.  Enter into or suffer to exist or becomeeffective any agreement that prohibits or limits the ability of Borrower or anyof its Subsidiaries to create, incur, assume or suffer to exist any Lien uponany of its property or revenues, whether now owned or hereafter acquired, tosecure its obligations under the Loan Documents to which it is a party otherthan (a) this Agreement and the other Loan Documents and (b) anyagreements governing any purchase money Liens or Capital Lease Obligationsotherwise permitted hereby (in which case, any prohibition or limitation shallonly be effective against the assets financed thereby).

7.14         Clauses Restricting SubsidiaryDistributions.  Enter into or sufferto exist or become effective any consensual encumbrance or restriction on theability of any Subsidiary of the Borrower to (a) make Restricted Paymentsin respect of any Capital Stock of such Subsidiary held by, or pay anyIndebtedness owed to, the Borrower or any other Subsidiary of the Borrower,(b) make loans or advances to, or other Investments in, the Borrower orany other Subsidiary of the Borrower or (c) transfer any of its assets tothe Borrower or any other Subsidiary of the Borrower, except for suchencumbrances or restrictions existing under or by reason of (i) anyrestrictions existing under the Loan Documents and (ii) any restrictionswith respect to a Subsidiary imposed pursuant to an agreement that has beenentered into in connection with the Disposition of all or substantially all ofthe Capital Stock or assets of such Subsidiary.

7.15         Amendments to AcquisitionDocumentation.  (a) Amend,supplement or otherwise modify (pursuant to a waiver or otherwise) the termsand conditions of the indemnities and licenses furnished to the Borrower or anyof its Subsidiaries pursuant to the Acquisition

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Documentation such thatafter giving effect thereto such indemnities or licenses shall be materiallyless favorable to the interests of the Loan Parties or the Lenders with respectthereto or (b) otherwise amend, supplement or otherwise modify the termsand conditions of the Acquisition Documentation or any such other documentsexcept for any such amendment, supplement or modification that (i) becomeseffective after the Original Closing Date and (ii) could not reasonably beexpected to have a Material Adverse Effect.

**Section 8.             **Events OfDefault.

If any of the followingevents shall occur and be continuing:

(a)           the Borrower shall fail to pay theprincipal of or any interest on any Loan, or any fee payable hereunder or underany other Loan Document, within three Business Days after any such principal,interest or fee becomes due in accordance with the terms hereof; or theBorrower shall fail to pay any other amount payable hereunder or under anyother Loan Document within five Business Days after the Borrower shall havereceived notice from the Administrative Agent that same shall be due inaccordance with the terms hereof; or

(b)           any representation or warranty madeor deemed made by any Loan Party herein or in any other Loan Document to whichit is a party or that is contained in any certificate, document or financial orother statement furnished by it at any time under or in connection with thisAgreement or any such other Loan Document shall prove to have been inaccuratein any material respect on the date made or deemed made and which shall have aMaterial Adverse Effect on the ability of the Loan Party to comply with itsobligations under the Loan Documents; or

(c)           the Borrower shall default in theobservance or performance of any agreement contained in clause (i) or (ii)of Section 6.4(a), Section 6.7(a) or Section 7 of thisAgreement; or

(d)           the Borrower shall have failed todeliver a Borrowing Base valuation pursuant to Section 3.3(a) within fiveBusiness Days after the same shall be due; or

(e)           except as otherwise provided inSection 6.9 hereof and Section 2.10 of the Aircraft Asset SecurityAgreement, any Loan Party shall default in the observance or performance of anyother agreement contained in this Agreement or any other Loan Document (otherthan as provided in paragraphs (a) through (d) of this Section), and suchdefault shall continue unremedied for a period of 30 days after notice to theBorrower from the Administrative Agent; or

(f)            the Borrower or any Subsidiary ofthe Borrower shall (i) default in making any payment of any principal ofor interest on any Indebtedness (including any Guarantee Obligation, butexcluding the Loans) beyond the period of grace, if any, provided in theinstrument or agreement under which such Indebtedness was created; or(ii) default in the observance or performance of any other agreement orcondition relating to any such Indebtedness or contained in any instrument oragreement evidencing, securing or relating thereto, or any other event shalloccur or condition exist, the effect of which default or other event orcondition is to cause, or to permit the holder or beneficiary of suchIndebtedness (or a 

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trustee or agent onbehalf of such holder or beneficiary) to cause, with the giving of notice ifrequired, such Indebtedness to become due prior to its stated maturity or (inthe case of any such Indebtedness constituting a Guarantee Obligation) tobecome payable; provided, that a default, event or condition described inclause (i) or (ii) of this paragraph (f) shall not at any timeconstitute an Event of Default unless, at such time, one or more defaults,events or conditions of the type described in clauses (i) and (ii) of thisparagraph (f) shall have occurred and be continuing with respect toIndebtedness the outstanding principal amount of which exceeds in the aggregate$4,000,000; or

(g)           (i) Borrower or any of itsSubsidiaries shall commence any case, proceeding or other action (A) underany existing or future law of any jurisdiction, domestic or foreign, relatingto bankruptcy, insolvency, reorganization or relief of debtors, seeking to havean order for relief entered with respect to it, or seeking to adjudicate it abankrupt or insolvent, or seeking reorganization, arrangement, adjustment,winding-up, liquidation, dissolution, composition or other relief withrespect to it or its debts, or (B) seeking appointment of a receiver,trustee, custodian, conservator or other similar official for it or for all orany substantial part of its assets, or Borrower or any of its Subsidiariesshall make a general assignment for the benefit of its creditors; or(ii) there shall be commenced against Borrower or any of its Subsidiariesany case, proceeding or other action of a nature referred to in clause (i)above that (A) results in the entry of an order for relief or any suchadjudication or appointment or (B) remains undismissed, undischarged orunbonded for a period of 60 days; or (iii) there shall be commenced againstBorrower or any of its Subsidiaries any case, proceeding or other actionseeking issuance of a warrant of attachment, execution, distraint or similarprocess against all or any substantial part of its assets that results in theentry of an order for any such relief that shall not have been vacated,discharged, or stayed or bonded pending appeal within 60 days from the entrythereof; or (iv) Borrower or any of its Subsidiaries shall take any actionin furtherance of, or indicating its consent to, approval of, or acquiescencein, any of the acts set forth in clause (i), (ii), or (iii) above; or(v) Borrower or any of its Subsidiaries shall generally not, or shall beunable to, or shall admit in writing its inability to, pay its debts as theybecome due; or

(h)           (i) any Person shall engage inany “prohibited transaction” (as defined in Section 406 of ERISA orSection 4975 of the Code) involving any Plan, (ii) any “accumulatedfunding deficiency” (as defined in Section 302 of ERISA), whether or notwaived, shall exist with respect to any Plan or any Lien in favor of the PBGCor a Plan shall arise on the assets of Borrower or any of its Subsidiaries orany Commonly Controlled Entity, (iii) a Reportable Event shall occur withrespect to, or proceedings shall commence to have a trustee appointed, or atrustee shall be appointed, to administer or to terminate, any Single EmployerPlan, which Reportable Event or commencement of proceedings or appointment of atrustee is, in the reasonable opinion of the Required Lenders, likely to resultin the termination of such Plan for purposes of Title IV of ERISA,(iv) any Single Employer Plan shall terminate for purposes ofTitle IV of ERISA, (v) Borrower or any of its Subsidiaries or anyCommonly Controlled Entity shall, or in the reasonable opinion of the RequiredLenders is likely to, incur any liability in connection with a withdrawal from,or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) anyother event or condition shall occur or exist with respect to a Plan; and ineach case in clauses (i) through (vi) above, such event or condition,together with all other such events or conditions, if any, could, in thereasonable judgment of the Required Lenders, reasonably be expected to have aMaterial Adverse Effect; or

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(i)            one or more judgments or decreesshall be entered against the Borrower or any of its Subsidiaries involving inthe aggregate a liability (not paid or fully covered by insurance as to whichthe relevant insurance company has acknowledged coverage) of $5,000,000 ormore, unless all such judgments or decrees shall have been vacated, discharged,stayed or bonded pending appeal within 30 days from the entry thereof; or

(j)            any of the Security Documents shallcease, for any reason, to be in full force and effect, or Borrower or any ofits Subsidiaries or any Affiliate of Borrower or any of its Subsidiaries shallso assert, or any Lien created by any of the Security Documents shall cease tobe enforceable and of the same effect and priority purported to be createdthereby; or

(k)           the guarantee contained inSection 2 of the Guarantee and Collateral Agreement shall cease, for anyreason, to be in full force and effect or Borrower or any of its Subsidiariesor any Affiliate of Borrower or any of its Subsidiaries shall so assert; or

(l)            AerCap B.V. shall cease to own andcontrol, of record and beneficially, directly or indirectly, 51% of each classof outstanding Capital Stock of the Borrower;

then,and in any such event, (A) if such event is an Event of Default specifiedin clause (i) or (ii) of paragraph (g) above with respect to theBorrower, automatically the Commitments shall immediately terminate and theLoans (with accrued interest thereon) and all other amounts owing under thisAgreement and the other Loan shall immediately become due and payable, and(B) if such event is any other Event of Default, either or both of thefollowing actions may be taken: (i) with the consent of the Required Lenders, the AdministrativeAgent may, or upon the request of the Required Lenders, the AdministrativeAgent shall, by notice to the Borrower declare the Revolving Commitments to beterminated forthwith, whereupon the Revolving Commitments shall immediatelyterminate; and (ii) with the consent of the Required Lenders, the AdministrativeAgent may, or upon the request of the Required Lenders, the AdministrativeAgent shall, by notice to the Borrower, declare the Loans (with accruedinterest thereon) and all other amounts owing under this Agreement and theother Loan Documents to be due and payable forthwith, whereupon the same shallimmediately become due and payable. Except as expressly provided above in this Section, presentment, demand,protest and all other notices of any kind are hereby expressly waived by theBorrower.  All amounts collected orreceived by the Administrative Agent or any Lender after the exercise ofremedies pursuant to this Section 8 shall be paid over or delivered to theCollateral Agent for distribution in accordance with Section 9(a) of theGuaranty and Collateral Agreement and Section 4.01(a) of the AircraftAsset Security Agreement.

**Section 9.             **The Agents.

9.1           Appointment.  Each Lender hereby irrevocably designates andappoints CALYON New York Branch as the agent of such Lender under thisAgreement and the other Loan Documents, and each such Lender irrevocablyauthorizes the Administrative Agent, in such capacity, to take such action onits behalf under the provisions of this Agreement and the other Loan Documentsand to exercise such powers and perform such duties as are expressly delegatedto the Administrative Agent by the terms of this Agreement and the other LoanDocuments, together with such other powers as are reasonably incidentalthereto.  Notwithstanding any

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provision to the contraryelsewhere in this Agreement, the Administrative Agent shall not have any dutiesor responsibilities, except those expressly set forth herein, or any fiduciaryrelationship with any Lender, and no implied covenants, functions,responsibilities, duties, obligations or liabilities shall be read into thisAgreement or any other Loan Document or otherwise exist against theAdministrative Agent.  Each Lenderfurther appoints Wachovia Bank, National Association and National City Bank asCo-Documentation Agents under this Agreement and HSH Nordbank AG as SyndicationAgent.  The Co-Documentation Agents andthe Syndication Agent shall have no duties, liabilities or responsibilities insuch capacity whatsoever.

9.2           Delegation of Duties.  The Administrative Agent may execute any ofits duties under this Agreement and the other Loan Documents by or throughagents or attorneys-in-fact selected by the Administrative Agent withreasonable care and shall be entitled to advice of counsel concerning allmatters pertaining to such duties.  TheAdministrative Agent shall not be responsible for the negligence or misconductof any agents or attorneys-in-fact selected by it with reasonable care.

9.3           Exculpatory Provisions.  Neither any Administrative Agent, theSyndication Agent, any Co-Documentation Agent nor any of their respectiveofficers, directors, employees, agents, attorneys-in-fact oraffiliates shall be (i) liable for any action lawfully taken or omitted tobe taken by it or such Person under or in connection with this Agreement or anyother Loan Document (except to the extent that any of the foregoing are foundby a final and nonappealable decision of a court of competent jurisdiction tohave resulted from its or such Person’s own gross negligence or willfulmisconduct) or (ii) responsible in any manner to any of the Lenders forany recitals, statements, representations or warranties made by Borrower or anyof its Subsidiaries or any officer thereof contained in this Agreement or anyother Loan Document or in any certificate, report, statement or other documentreferred to or provided for in, or received by the any such Agent under or inconnection with, this Agreement or any other Loan Document or for the value,validity, effectiveness, genuineness, enforceability or sufficiency of thisAgreement or any other Loan Document or for any failure of Borrower or any ofits Subsidiaries a party thereto to perform its obligations hereunder orthereunder.  No such Agent shall be underany obligation to any Lender to ascertain or to inquire as to the observance orperformance of any of the agreements contained in, or conditions of, thisAgreement or any other Loan Document, or to inspect the properties, books orrecords of Borrower or any of its Subsidiaries.

9.4           Reliance by Administrative Agent. The Administrative Agent shall beentitled to rely, and shall be fully protected in relying, upon any instrument,writing, resolution, notice, consent, certificate, affidavit, letter, telecopy,telex or teletype message, statement, order or other document or conversationbelieved by it to be genuine and correct and to have been signed, sent or madeby the proper Person or Persons and upon advice and statements of legal counsel(including counsel to the Borrower), independent accountants and other expertsselected by the Administrative Agent. The Administrative Agent may deem and treat each Person whose name isrecorded in the Register as the owner of the Loans recorded therein for allpurposes for all purposes unless a written notice of assignment, negotiation ortransfer thereof shall have been filed with the Administrative Agent.  The Administrative Agent shall be fullyjustified in failing or refusing to take any action under this Agreement or anyother Loan Document unless it shall first receive such advice or concurrence ofthe Required Lenders (or, if so specified by this

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Agreement, all Lenders)as it deems appropriate or it shall first be indemnified to its satisfaction bythe Lenders against any and all liability and expense that may be incurred by itby reason of taking or continuing to take any such action.  The Administrative Agent shall in all casesbe fully protected in acting, or in refraining from acting, under thisAgreement and the other Loan Documents in accordance with a request of the RequiredLenders (or, if so specified by this Agreement, all Lenders), and such requestand any action taken or failure to act pursuant thereto shall be binding uponall the Lenders and all future holders of the Loans.

9.5           Notice of Default.  The Administrative Agent shall not be deemedto have knowledge or notice of the occurrence of any Default or Event ofDefault unless the Administrative Agent has received notice from a Lender orthe Borrower referring to this Agreement, describing such Default or Event ofDefault and stating that such notice is a “notice of default”.  In the event that the Administrative Agentreceives such a notice, the Administrative Agent shall give notice thereof tothe Lenders.  The Administrative Agentshall take such action with respect to such Default or Event of Default asshall be reasonably directed by the Required Lenders (or, if so specified bythis Agreement, all Lenders); provided that unless and until the AdministrativeAgent shall have received such directions, the Administrative Agent may (butshall not be obligated to) take such action, or refrain from taking suchaction, with respect to such Default or Event of Default as it shall deemadvisable in the best interests of the Lenders.

9.6           Non-Reliance on Agents and OtherLenders.  Each Lender expresslyacknowledges that neither the Agents nor any of their respective officers,directors, employees, agents, attorneys-in-fact or affiliates havemade any representations or warranties to it and that no act by anyAdministrative Agent hereafter taken, including any review of the affairs of aLoan Party or any affiliate of a Loan Party, shall be deemed to constitute anyrepresentation or warranty by any Administrative Agent to any Lender.  Each Lender represents to the Agents that ithas, independently and without reliance upon any Administrative Agent or anyother Lender, and based on such documents and information as it has deemedappropriate, made its own appraisal of and investigation into the business,operations, property, financial and other condition and creditworthiness of theLoan Parties and their affiliates and made its own decision to make its Loanshereunder and enter into this Agreement. Each Lender also represents that it will, independently and withoutreliance upon any Administrative Agent or any other Lender, and based on suchdocuments and information as it shall deem appropriate at the time, continue tomake its own credit analysis, appraisals and decisions in taking or not takingaction under this Agreement and the other Loan Documents, and to make suchinvestigation as it deems necessary to inform itself as to the business,operations, property, financial and other condition and creditworthiness of theLoan Parties and their affiliates. Except for notices, reports and other documents expressly required to befurnished to the Lenders by the Administrative Agent hereunder, theAdministrative Agent shall not have any duty or responsibility to provide anyLender with any credit or other information concerning the business,operations, property, condition (financial or otherwise), prospects orcreditworthiness of Borrower or any of its Subsidiaries or any affiliate of aLoan Party that may come into the possession of the Administrative Agent or anyof its officers, directors, employees, agents, attorneys-in-fact oraffiliates.

9.7           Indemnification.  The Lenders agree to indemnify theAdministrative Agent in its capacity as such (to the extent not reimbursed bythe Borrower and without limiting the

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obligation of the Borrowerto do so), ratably according to their respective Aggregate Exposure Percentagesin effect on the date on which indemnification is sought under this Section(or, if indemnification is sought after the date upon which the Commitmentsshall have terminated and the Loans shall have been paid in full, ratably inaccordance with such Aggregate Exposure Percentages immediately prior to suchdate), from and against any and all liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursements of anykind whatsoever that may at any time (whether before or after the payment ofthe Loans) be imposed on, incurred by or asserted against such AdministrativeAgent in any way relating to or arising out of, the Commitments, thisAgreement, any of the other Loan Documents or any documents contemplated by orreferred to herein or therein or the transactions contemplated hereby orthereby or any action taken or omitted by such Administrative Agent under or inconnection with any of the foregoing; provided that no Lender shall be liablefor the payment of any portion of such liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursementsthat are found by a final and nonappealable decision of a court of competentjurisdiction to have resulted from such Administrative Agent’s gross negligenceor willful misconduct.  The agreements inthis Section shall survive the payment of the Loans and all other amountspayable hereunder.

9.8           Administrative Agent in ItsIndividual Capacity.  TheAdministrative Agent and its affiliates may make loans to, accept deposits fromand generally engage in any kind of business with Borrower or any of itsSubsidiaries as though such Administrative Agent were not an AdministrativeAgent.  With respect to its Loans made orrenewed by it, the Administrative Agent shall have the same rights and powersunder this Agreement and the other Loan Documents as any Lender and may exercisethe same as though it were not an Administrative Agent, and the terms “Lender”and “Lenders” shall include the Administrative Agent in its individualcapacity.

9.9           Successor Administrative Agent.  The Administrative Agent may resign asAdministrative Agent upon 10 days’ notice to the Lenders and theBorrower.  If the Administrative Agentshall resign as Administrative Agent under this Agreement and the other LoanDocuments, then the Required Lenders shall appoint from among the Lenders asuccessor agent for the Lenders, which successor agent shall (unless an Eventof Default under Section 8(a) or Section 8(f) with respect to theBorrower shall have occurred and be continuing) be subject to approval by theBorrower (which approval shall not be unreasonably withheld or delayed),whereupon such successor agent shall succeed to the rights, powers and dutiesof the Administrative Agent, and the term “Administrative Agent” shall meansuch successor agent effective upon such appointment and approval, and theformer Administrative Agent’s rights, powers and duties as Administrative Agentshall be terminated, without any other or further act or deed on the part ofsuch former Administrative Agent or any of the parties to this Agreement or anyholders of the Loans.  If no successoragent has accepted appointment as Administrative Agent by the date that is10 days following a retiring Administrative Agent’s notice of resignation,the retiring Administrative Agent’s resignation shall nevertheless thereuponbecome effective, and the Lenders shall assume and perform all of the duties ofthe Administrative Agent hereunder until such time, if any, as the RequiredLenders appoint a successor agent as provided for above.  After any retiring Administrative Agent’sresignation as Administrative Agent, the provisions of this Section 9shall inure to its benefit as to any actions taken or omitted to be taken by itwhile it was Administrative Agent under this Agreement and the other LoanDocuments.

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9.10         Administrative Agent Fees.  The Borrower agrees to pay to the AdministrativeAgent the fees in the amounts and on the dates previously agreed to in writingby the Borrower and the Administrative Agent.

9.11         [Intentionally Omitted].

9.12         Intralinks.  The Administrative Agent will post allfinancial statements and other information received by it pursuant toSection 6.1 or 6.2 on Intralinks within ten Business Days of receipt.

**Section 10.           **Miscellaneous.

10.1         Amendments and Waivers.  Neither this Agreement, any other LoanDocument, nor any terms hereof or thereof may be amended, supplemented ormodified except in accordance with the provisions of thisSection 10.1.  The Required Lendersand the Borrower and each of its Subsidiaries party to the relevant LoanDocument may, or, with the written consent of the Required Lenders, theAdministrative Agent and the Borrower and each of its Subsidiaries party to therelevant Loan Document may, from time to time, (a) enter into writtenamendments, supplements or modifications hereto and to the other Loan Documentsfor the purpose of adding any provisions to this Agreement or the other LoanDocuments or changing in any manner the rights of the Lenders or of the LoanParties hereunder or thereunder or (b) waive, on such terms and conditionsas the Required Lenders or the Administrative Agent, as the case may be, mayspecify in such instrument, any of the requirements of this Agreement or theother Loan Documents or any Default or Event of Default and its consequences; provided,however, that no such waiver and no such amendment, supplement ormodification shall (i) forgive the principal amount or extend the finalscheduled date of maturity of any Loan, reduce the stated rate of any interestor fee payable hereunder (except (x) in connection with the waiver ofapplicability of any post-default increase in interest rates (which waivershall be effective with the consent of the Majority Facility Lenders of eachadversely affected Facility) and (y) that any amendment or modification ofdefined terms used in the financial covenants in this Agreement shall notconstitute a reduction in the rate of interest or fees for purposes of thisclause (i)) or extend the scheduled date of any payment thereof, orincrease the amount or extend the expiration date of any Lender’s RevolvingCommitment, in each case without the written consent of each Lender directlyaffected thereby; (ii) eliminate or reduce the voting rights of any Lenderunder this Section 10.1 without the written consent of such Lender;(iii) reduce any percentage specified in the definition of RequiredLenders, consent to the assignment or transfer by the Borrower of any of itsrights and obligations under this Agreement and the other Loan Documents,release all or substantially all of the Collateral or release all orsubstantially all of the Subsidiaries from their obligations under theGuarantee and Collateral Agreement, in each case without the written consent ofall Lenders; (iv) reduce the percentage specified in the definition ofMajority Facility Lenders with respect to any Facility without the writtenconsent of all Lenders under such Facility; (v) amend, modify or waive anyprovision of (A) Sections 2.9(e), 3.1, 3.2 or 3.3 hereof;(B) Annex B hereto to add Eligible Equipment or to change the AdvanceCategory for Eligible Equipment; (C) Annex C to increase the BorrowingBase Advance Rate; (D) Section 9(a) of the Guaranty and Collateral Agreement;or (E) Section 4.01(a) of the Aircraft Asset Security Agreement, without thewritten consent of all Lenders, (vi) amend, modify or waive any provisionof Section 9 without the written consent of the

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Administrative Agent,(vii) amend, modify or waive any provision of Section 2.3 without thewritten consent of the Swing Line Lender, or (viii) amend, modify or waive theright of any Lender to receive its pro rata share of payments orCollateral.  Any such waiver and any suchamendment, supplement or modification shall apply equally to each of theLenders and shall be binding upon the Loan Parties, the Lenders, theAdministrative Agent and all future holders of the Loans.  In the case of any waiver, the Loan Parties,the Lenders and the Administrative Agent shall be restored to their formerposition and rights hereunder and under the other Loan Documents, and anyDefault or Event of Default waived shall be deemed to be cured and notcontinuing; but no such waiver shall extend to any subsequent or other Defaultor Event of Default, or impair any right consequent thereon.

10.2         Notices.  All notices, requests and demands to or uponthe respective parties hereto to be effective shall be in writing (including bytelecopy), and, unless otherwise expressly provided herein, shall be deemed tohave been duly given or made when delivered, or three Business Days after beingdeposited in the mail, postage prepaid, or, in the case of telecopy notice,when received, addressed as set forth in Schedule 10.2 in the case of theBorrower and the Administrative Agent, and as set forth in an administrativequestionnaire delivered to the Administrative Agent in the case of the Lenders,or to such other address as may be hereafter notified by the respective partieshereto; provided that any notice, request or demand to or upon theAdministrative Agent or the Lenders shall not be effective until received.

10.3         No Waiver; Cumulative Remedies.  No failure to exercise and no delay inexercising, on the part of the Administrative Agent or any Lender, any right,remedy, power or privilege hereunder or under the other Loan Documents shalloperate as a waiver thereof; nor shall any single or partial exercise of anyright, remedy, power or privilege hereunder preclude any other or furtherexercise thereof or the exercise of any other right, remedy, power orprivilege.  The rights, remedies, powers andprivileges herein provided are cumulative and not exclusive of any rights,remedies, powers and privileges provided by law.

10.4         Survival of Representations andWarranties.  All representations andwarranties made hereunder, in the other Loan Documents and in any document,certificate or statement delivered pursuant hereto or in connection herewithshall survive the execution and delivery of this Agreement and the making ofthe Loans and other extensions of credit hereunder.

10.5         Payment of Expenses.  The Borrower agrees (a) to pay orreimburse the Administrative Agent for all its out-of-pocket costsand expenses incurred connection with the development, preparation andexecution of, and any amendment, supplement or modification to, this Agreementand the other Loan Documents and any other documents prepared in connectionherewith or therewith, and the consummation and administration of thetransactions contemplated hereby and thereby, including the reasonable fees anddisbursements of counsel to the Administrative Agent (including (i) Vedder,Price, Kaufman & Kammholz, P.C., special New York counsel, the costs ofeach appraisal to determine the Appraisal Value and filing, registration andrecording fees and expenses, with statements with respect to the foregoing tobe submitted to the Borrower prior to the Effective Date (in the case ofamounts to be paid on the Effective Date) and from time to time thereafter on aquarterly basis or such other periodic basis as the Administrative Agent shalldeem appropriate, (b) to pay or reimburse each Lender and theAdministrative Agent for all its costs and expenses (other than Taxes, whichare solely governed

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by Sections 2.13 and2.14 of this Agreement, Section 15 of the Guarantee and CollateralAgreement, and Section 5.01 of the Aircraft Asset Security Agreement)incurred in connection with the enforcement or preservation of any rights underthis Agreement, the other Loan Documents and any such other documents,including the fees and disbursements of counsel (including the allocated feesand expenses of in-house counsel) to each Lender and of counsel to theAdministrative Agent, (c) to pay, indemnify, and hold each Lender and theAdministrative Agent and their respective officers, directors, employees,affiliates, agents and controlling persons (each, an “**Indemnitee**”) harmless from and against anyand all other liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements of any kind or naturewhatsoever (other than Taxes which are solely governed by Sections 2.13and 2.14 of this Agreement, Section 15 of the Guarantee and CollateralAgreement, and Section 5.01 of the Aircraft Asset Security Agreement) withrespect to the execution, delivery, enforcement, performance and administrationof this Agreement, the other Loan Documents and any such other documents,including any of the foregoing relating to the use of proceeds of the Loans orthe violation of, noncompliance with or liability under, any Environmental Lawapplicable to the operations of Borrower or any of its Subsidiaries or any ofthe Properties and the reasonable fees and expenses of legal counsel inconnection with claims, actions or proceedings by any Indemnitee againstBorrower or any of its Subsidiaries under any Loan Document (all the foregoing inthis clause (c), collectively, the “**IndemnifiedLiabilities**”), provided, that the Borrower shall have no obligationhereunder to any Indemnitee with respect to Indemnified Liabilities to theextent such Indemnified Liabilities are found by a final and nonappealabledecision of a court of competent jurisdiction to have resulted from the grossnegligence or willful misconduct of such Indemnitee.  Without limiting the foregoing, and to theextent permitted by applicable law, the Borrower agrees not to assert and tocause its Subsidiaries not to assert, and hereby waives and agrees to cause itsSubsidiaries to waive, all rights for contribution or any other rights ofrecovery with respect to all claims, demands, penalties, fines, liabilities,settlements, damages, costs and expenses of whatever kind or nature, under orrelated to Environmental Laws, that any of them might have by statute orotherwise against any Indemnitee.  Allamounts due under this Section 10.5 shall be payable not later than10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5shall be submitted to Lawrence Preston (Telephone No. 305-590-2600, x301)(Telecopy No. 305-590-2695), at the address of the Borrower set forth inSection 10.2, or to such other Person or address as may be hereafterdesignated by the Borrower in a written notice to the AdministrativeAgent.  The agreements in thisSection 10.5 shall survive repayment of the Loans and all other amountspayable hereunder.

10.6         Successors and Assigns;Participations and Assignments. (a)  This Agreement shall be binding upon and inure to thebenefit of the Borrower, the Lenders, the Administrative Agent, all futureholders of the Loans and their respective successors and assigns, except thatthe Borrower may not assign or transfer any of its rights or obligations underthis Agreement without the prior written consent of each Lender.

(b)           Any Lender other than any ConduitLender may, without the consent of the Borrower, in accordance with applicablelaw, at any time sell to one or more banks, financial institutions or otherentities (each, a “**Participant**”)participating interests in any Loan owing to such Lender, any Commitment ofsuch Lender or any other interest of such Lender hereunder and under the otherLoan Documents.  In the event of any suchsale by a Lender of a

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participating interest toa Participant, such Lender’s obligations under this Agreement to the otherparties to this Agreement shall remain unchanged, such Lender shall remainsolely responsible for the performance thereof, such Lender shall remain theholder of any such Loan for all purposes under this Agreement and the otherLoan Documents, and the Borrower and the Administrative Agent shall continue todeal solely and directly with such Lender in connection with such Lender’srights and obligations under this Agreement and the other Loan Documents.  In no event shall any Participant under anysuch participation have any right to approve any amendment or waiver of anyprovision of any Loan Document, or any consent to any departure by Borrower orany of its Subsidiaries therefrom, except to the extent that such amendment,waiver or consent would reduce the principal of, or interest on, the Loans orany fees payable hereunder, or postpone the date of the final maturity of theLoans, in each case to the extent subject to such participation.  The Borrower agrees that if amountsoutstanding under this Agreement and the Loans are due or unpaid, or shall havebeen declared or shall have become due and payable upon the occurrence of anEvent of Default, each Participant shall, to the maximum extent permitted byapplicable law, be deemed to have the right of setoff in respect of itsparticipating interest in amounts owing under this Agreement to the same extentas if the amount of its participating interest were owing directly to it as aLender under this Agreement, provided that, in purchasing suchparticipating interest, such Participant shall be deemed to have agreed toshare with the Lenders the proceeds thereof as provided in Section 10.7(a)as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to thebenefits of Sections 2.13, 2.14 and 2.15 with respect to its participationin the Commitments and the Loans outstanding from time to time as if it was aLender; provided that, in the case of Section 2.14, suchParticipant shall have complied with the requirements of said Section and provided,further, that no Participant shall be entitled to receive any greateramount pursuant to any such Section than the transferor Lender would havebeen entitled to receive in respect of the amount of the participationtransferred by such transferor Lender to such Participant had no such transferoccurred.

(c)           Any Lender other than any ConduitLender (an “**Assignor**”) may, inaccordance with applicable law, at any time and from time to time assign to anyLender or any Lender Affiliate or, with the consent of the Administrative Agent(which shall not be unreasonably withheld or delayed), to an additional bank,financial institution or other entity (an “**Assignee**”)all or any part of its rights and obligations under this Agreement and theother Loan Documents pursuant to an Assignment and Acceptance, executed by suchAssignee and such Assignor, and delivered to the Administrative Agent for itsacceptance and recording in the Register; provided (i) that, unlessotherwise agreed by the Borrower and the Administrative Agent, no suchassignment to an Assignee (other than any Lender or any Lender Affiliate) shallbe in an aggregate principal amount of less than $3,000,000, in each caseexcept in the case of an assignment of all of a Lender’s interests under thisAgreement or if a Default has occurred and is continuing and (ii) suchAssignee shall have complied with the requirements of Section 2.14 of thisAgreement. For purposes of the proviso contained in the preceding sentence, theamount described therein shall be aggregated in respect of each Lender and itsLender Affiliates, if any.  No Assigneeshall be entitled to receive a greater amount pursuant to Section 2.14 ofthis Agreement than the Assignor would have been entitled to receive in respectof the assigned rights and obligations had no such assignment occurred.  Any such assignment need not be ratable asamong the Facilities.  Upon suchexecution, delivery, acceptance and recording, from and after the effectivedate determined pursuant to such Assignment and Acceptance, (x) the

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Assignee thereunder shallbe a party hereto and, to the extent provided in such Assignment andAcceptance, have the rights and obligations of a Lender hereunder with aCommitment and/or Loans as set forth therein, and (y) the Assignorthereunder shall, to the extent provided in such Assignment and Acceptance, bereleased from its obligations under this Agreement (and, in the case of anAssignment and Acceptance covering all of an Assignor’s rights and obligationsunder this Agreement, such Assignor shall cease to be a party hereto).  Notwithstanding the foregoing, any ConduitLender may assign at any time to its designating Lender hereunder without theconsent of the Administrative Agent any or all of the Loans it may have fundedhereunder and pursuant to its designation agreement and without regard to thelimitations set forth in the first sentence of this Section 10.6(c).Notwithstanding anything in this Section 10.6(c) or elsewhere in this Agreementto the contrary, in the case of any assignments contemplated by this Section 10.6(c)occurring after CALYON New York Branch’s primary syndication of the Loans, noAssignee shall be entitled to receive any greater amount pursuant to any suchSection hereof than the Assignor would have been entitled to receive inrespect of the amount of the Loans transferred by such Assignor to suchAssignee had no such transfer occurred.

(d)           The Administrative Agent shall, onbehalf of the Borrower, maintain at its address referred to inSection 10.2 a copy of each Assignment and Acceptance delivered to it anda register (the “**Register**”) forthe recordation of the names and addresses of the Lenders and the Commitmentof, and the principal amount of the Loans owing to, each Lender from time totime.  The entries in the Register shallbe conclusive, in the absence of manifest error, and the Borrower, each otherLoan Party, the Administrative Agent and the Lenders shall treat each Personwhose name is recorded in the Register as the owner of the Loans recordedtherein for all purposes of this Agreement. Any assignment of any Loan shall be effective only upon appropriateentries with respect thereto being made in the Register.

(e)           Upon its receipt of an Assignment andAcceptance executed by an Assignor, an Assignee and any other Person whoseconsent is required by Section 10.6(c), together with payment to theAdministrative Agent of a registration and processing fee of $4,000, theAdministrative Agent shall (i) promptly accept such Assignment andAcceptance and (ii) record the information contained therein in the Registeron the effective date determined pursuant thereto.

(f)            For avoidance of doubt, the partiesto this Agreement acknowledge that the provisions of this Section 10.6concerning assignments relate only to absolute assignments and that suchprovisions do not prohibit assignments creating security interests, includingany pledge or assignment by a Lender to any Federal Reserve Bank in accordancewith applicable law.

(g)           Each of the Borrower, each Lender andthe Administrative Agent hereby confirms that it will not institute against aConduit Lender or join any other Person in instituting against a Conduit Lenderany bankruptcy, reorganization, arrangement, insolvency or liquidationproceeding under any state bankruptcy or similar law, for one year and one dayafter the payment in full of the latest maturing commercial paper note issuedby such Conduit Lender; provided, however, that each Lender designating anyConduit Lender hereby agrees to indemnify, save and hold harmless each otherparty hereto for any loss, cost, damage or expense arising out of its

47

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inability to institutesuch a proceeding against such Conduit Lender during such period offorbearance.

10.7         Adjustments; Set-off.  (a)  Except to the extent that thisAgreement expressly provides for payments to be allocated to a particularLender or to the Lenders under a particular Facility, if any Lender (a “**Benefited Lender**”) shall, at any time afterthe Loans and other amounts payable hereunder shall immediately become due andpayable pursuant to Section 8, receive any payment of all or part of theObligations owing to it, or receive any collateral in respect thereof (whethervoluntarily or involuntarily, by set-off, pursuant to events orproceedings of the nature referred to in Section 8(f), or otherwise), in agreater proportion than any such payment to or collateral received by any otherLender, if any, in respect of the Obligations owing to such other Lender, suchBenefited Lender shall purchase for cash from the other Lenders a participatinginterest in such portion of the Obligations owing to each such other Lender, orshall provide such other Lenders with the benefits of any such collateral, asshall be necessary to cause such Benefited Lender to share the excess paymentor benefits of such collateral ratably with each of the Lenders; provided,however, that if all or any portion of such excess payment or benefitsis thereafter recovered from such Benefited Lender, such purchase shall berescinded, and the purchase price and benefits returned, to the extent of suchrecovery, but without interest.

(b)           In addition to any rights andremedies of the Lenders provided by law, each Lender shall have the right,without prior notice to the Borrower, any such notice being expressly waived bythe Borrower to the extent permitted by applicable law, upon any amountbecoming due and payable by the Borrower hereunder (whether at the statedmaturity, by acceleration or otherwise), to set off and appropriate and applyagainst such amount any and all deposits (general or special, time or demand,provisional or final), in any currency, and any other credits, indebtedness orclaims, in any currency, in each case whether direct or indirect, absolute orcontingent, matured or unmatured, at any time held or owing by such Lender orany branch or agency thereof to or for the credit or the account of theBorrower, as the case may be.  EachLender agrees promptly to notify the Borrower and the Administrative Agentafter any such setoff and application made by such Lender, provided thatthe failure to give such notice shall not affect the validity of such setoffand application.

10.8         Counterparts.  This Agreement may be executed by one or moreof the parties to this Agreement on any number of separate counterparts, andall of said counterparts taken together shall be deemed to constitute one andthe same instrument.  Delivery of anexecuted signature page of this Agreement by facsimile transmission shallbe effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signedby all the parties shall be lodged with the Borrower and the AdministrativeAgent.

10.9         Severability.  Any provision of this Agreement that isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

48

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10.10       Integration.  This Agreement and the other Loan Documentsrepresent the entire agreement of the Borrower, the Administrative Agent andthe Lenders with respect to the subject matter hereof and thereof, and thereare no promises, undertakings, representations or warranties by theAdministrative Agent or any Lender relative to the subject matter hereof notexpressly set forth or referred to herein or in the other Loan Documents.

10.11       Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.12       Submission To Jurisdiction; Waivers.  The Borrower hereby irrevocably andunconditionally:

(a)           submits for itself and its propertyin any legal action or proceeding relating to this Agreement and the other LoanDocuments to which it is a party, or for recognition and enforcement of anyjudgment in respect thereof, to the non-exclusive general jurisdiction ofthe courts of the State of New York, the courts of the United States for theSouthern District of New York, and appellate courts from any thereof;

(b)           consents that any such action orproceeding may be brought in such courts and waives any objection that it maynow or hereafter have to the venue of any such action or proceeding in any suchcourt or that such action or proceeding was brought in an inconvenient courtand agrees not to plead or claim the same;

(c)           agrees that service of process in anysuch action or proceeding may be effected by mailing a copy thereof byregistered or certified mail (or any substantially similar form of mail),postage prepaid, to the Borrower, as the case may be at its address set forthin Section 10.2 or at such other address of which the Administrative Agentshall have been notified pursuant thereto;

(d)           agrees that nothing herein shallaffect the right to effect service of process in any other manner permitted bylaw or shall limit the right to sue in any other jurisdiction; and

(e)           waives, to the maximum extent notprohibited by law, any right it may have to claim or recover in any legalaction or proceeding referred to in this Section any special, exemplary,punitive or consequential damages.

10.13       Acknowledgements.  The Borrower hereby acknowledges that:

(a)           it has been advised by counsel in thenegotiation, execution and delivery of this Agreement and the other LoanDocuments;

(b)           neither the Administrative Agent norany Lender has any fiduciary relationship with or duty to the Borrower arisingout of or in connection with this Agreement or any of the other Loan Documents,and the relationship between Administrative Agent and Lenders, on one hand, andthe Borrower, on the other hand, in connection herewith or therewith is solelythat of debtor and creditor; and

49

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(c)           no joint venture is created hereby orby the other Loan Documents or otherwise exists by virtue of the transactionscontemplated hereby among the Lenders or among the Borrower and the Lenders.

10.14       Releases of Guarantees and Liens.  (a)  Notwithstanding anything tothe contrary contained herein or in any other Loan Document, the AdministrativeAgent is hereby irrevocably authorized by each Lender (without requirement ofnotice to or consent of any Lender except as expressly required bySection 10.1) to take any action requested by the Borrower having theeffect of releasing any Collateral or guarantee obligations (i) to theextent necessary to permit consummation of any transaction not prohibited byany Loan Document or that has been consented to in accordance withSection 10.1 or (ii) under the circumstances described inparagraph (b) below.

(b)           At such time as the Loans and theother obligations under the Loan Documents (other than obligations under or inrespect of Specified Hedge Agreements) shall have been paid in full and theCommitments have been terminated, the Collateral shall be released from theLiens created by the Security Documents, and the Security Documents and allobligations (other than those expressly stated to survive such termination) ofthe Administrative Agent and the Borrower and each of its Subsidiaries underthe Security Documents shall terminate, all without delivery of any instrumentor performance of any act by any Person.

10.15       Confidentiality.  Each of the Administrative Agent and eachLender agrees to keep confidential all non-public information provided to it byBorrower or any of its Subsidiaries pursuant to this Agreement that isdesignated by such Loan Party as confidential; provided that nothingherein shall prevent the Administrative Agent or any Lender from disclosing anysuch information (a) to the Administrative Agent, any other Lender or anyLender Affiliate, (b) subject to an agreement to comply with theprovisions of this Section, to any actual or prospective Transferee or anydirect or indirect counterparty to any Specified Hedge Agreement (or anyprofessional advisor to such counterparty), (c) to its employees,directors, agents, attorneys, accountants and other professional advisors orthose of any of its affiliates, (d) upon the request or demand of anyGovernmental Authority, (e) in response to any order of any court or otherGovernmental Authority or as may otherwise be required pursuant to any Requirementof Law, (f) if requested or required to do so in connection with anylitigation or similar proceeding, (g) that has been publicly disclosed,(h) to the National Association of Insurance Commissioners or any similarorganization or any nationally recognized rating agency that requires access toinformation about a Lender’s investment portfolio in connection with ratingsissued with respect to such Lender, or (i) in connection with the exerciseof any remedy hereunder or under any other Loan Document.

10.16       WAIVERS OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT ANDTHE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANYLEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOANDOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.17       USA Patriot Act.  Each Lender hereby notifies the Borrower thatpursuant to the requirements of the USA Patriot Act (title III ofPub.L.107-56 (signed into law October 26,

50

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2001)) (the “Act”), it isrequired to obtain, verify and record information that identifies the Borrower,which information includes the name and address of the Borrowers and otherinformation that will allow such Lender to identify the Borrower in accordancewith the Act.  The Borrower shall providesuch information promptly upon the request of the Administrative Agent.

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Amended and Restated Senior Credit Agreement to be duly executed anddelivered by their proper and duly authorized officers as of the day and yearfirst above written.
|        | AEROTURBINE, INC., as Borrower |                    |
|--------|--------------------------------|-------------------------|
|   |                           |                    |
|   |                           |                    |
|   | By:                            | /s/ Nicolas Finazzo     |   |
|   | Name:                          | Nicolas Finazzo         |   |
|   | Title:                         | Chief Executive Officer |   |
|   |                           |                    |   |
|        |                                |                         |  |  |

 
|        | CALYON NEW YORK BRANCH, as  Administrative Agent and as a Lender |              |
|--------|------------------------------------------------------------------|-------------------|
|   |                                                             |              |
|   |                                                             |              |
|   | By:                                                              | /s/ Brian Bolotin |   |
|   | Name:                                                            | Brian Bolotin     |   |
|   | Title:                                                           | Managing Director |   |
|   |                                                             |              |   |
|        |                                                                  |                   |  |  |

 
|        | By:    | /s/ Angel Naranjo |   |
|--------|--------|-------------------|--------|
|   | Name:  | Angel Naranjo     |   |
|   | Title: | Director          |   |
|        |        |                   |        |  |

 

52

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|        | HSH NORDBANK AG, NEW YORK  BRANCH, as Syndication Agent and as a  Lender |                                                              |
|--------|--------------------------------------------------------------------------|-------------------------------------------------------------------|
|   |                                                                     |                                                              |
|   |                                                                     |                                                              |
|   | By:                                                                      | /s/ Eric Dollman and Wolfgang Arbaczewski                         |   |
|   | Name:                                                                    | Eric Dollman and Wolfgang Arbaczewski                             |
|   | Title:                                                                   | Vice President      Vice  President |   |
|   |                                                                     |                                                              |   |
|        |                                                                          |                                                                   |  |  |

 
|        | WACHOVIA BANK, NATIONAL  ASSOCIATION, as Co-Documentation  Agent and as a Lender |                      |
|--------|----------------------------------------------------------------------------------|---------------------------|
|   |                                                                             |                      |
|   |                                                                             |                      |
|   | By:                                                                              | /s/ William C. Davies Jr. |   |
|   | Name:                                                                            | William C. Davies Jr.     |   |
|   | Title:                                                                           | Senior Vice President     |   |
|   |                                                                             |                      |   |
|        |                                                                                  |                           |  |  |

 
|        | NATIONAL CITY BANK, as Co  Documentation Agent and as a Lender |                  |
|--------|----------------------------------------------------------------|-----------------------|
|   |                                                           |                  |
|   |                                                           |                  |
|   | By:                                                            | /s/ Christos Kytzidis |   |
|   | Name:                                                          | Christos Kytzidis     |   |
|   | Title:                                                         | Senior Vice President |   |
|   |                                                           |                  |   |
|        |                                                                |                       |  |  |

 
|        | SUNTRUST BANK, as Lender |                  |
|--------|--------------------------|-----------------------|
|   |                     |                  |
|   |                     |                  |
|   | By:                      | /s/ Richard Thill     |   |
|   | Name:                    | Richard Thill         |   |
|   | Title:                   | Senior Vice President |   |
|   |                     |                  |   |
|        |                          |                       |  |  |

 

 

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|        | DEKABANK DEUTSCHE  GIROZENTRALE, as Lender |                 |
|--------|--------------------------------------------|----------------------|
|   |                                       |                 |
|   |                                       |                 |
|   | By:                                        | /s/ Angelika Beyer   |   |
|   | Name:                                      | Angelika Beyer       |   |
|   | Title:                                     | First Vice President |   |
|   |                                       |                 |   |
|   |                                       |                 |   |
|   | By:                                        | /s/ Jens Epping      |   |
|   | Name:                                      | Jens Epping          |   |
|   | Title:                                     | Assistant Manager    |   |
|   |                                       |                 |   |
|        |                                            |                      |  |  |  |

 
|        | KfW, as Lender |                 |
|--------|----------------|----------------------|
|   |           |                 |
|   |           |                 |
|   | By:            | /s/ Christian  Beve  |   |
|   | Name:          | Christian Beve       |   |
|   | Title:         | First Vice President |   |
|   |           |                 |   |
|   |           |                 |   |
|   | By:            | /s/ Torsten Osterloh |   |
|   | Name:          | Torsten Osterloh     |   |
|   | Title:         | Project Manager      |   |
|        |                |                      |  |  |  |

 

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**APPENDIXI**

**Definitions**

 

55

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**Annex A**

**Economic Schedule**

“**ApplicableMargin**”:  subject to theprovisions of Section 2.10(b)(i), for each Loan, the rate per annum set forthunder the relevant column heading below:

|                                                                                                  | ** ** | **Applicable  Margin  (LIBOR  Rate)** | ** ** | **Applicable  Margin  (ABR Rate)** | ** ** |
|--------------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|-----------------------------------------|------------|
| Revolving Loans (so  long as the Consolidated Leverage Ratio is equal to or greater than 3.5:1)  |       | 2.0                                   | %          | 0.5                                     | %          |
| Revolving Loans (so  long as the Consolidated Leverage Ratio is less than 3.5:1)                 |       | 1.5                                   | %          | 0.0                                     | %          |
| Swing Line Loans (so  long as the Consolidated Leverage Ratio is equal to or greater than 3.5:1) |       | N/A                                   |       | 0.5                                     | %          |
| Swing Line Loans (so  long as the Consolidated Leverage Ratio is less than 3.5:1)                |       | N/A                                   |       | 0.0                                     | %          |

 

“**Commitment FeeRate**”:  1⁄2 of 1% per annum.

“**Effective Date**”:  the date on which the conditions precedentset forth in Section 5.1 shall have been satisfied, which date is December13, 2006.

“**Maturity Date**”:  the fifth anniversary of the Original ClosingDate.

“**Original ClosingDate**”:  April, 26, 2006.

“**Total RevolvingCredit Commitments**”: The original amount of the Total RevolvingCommitments is $220,000,000.

“**TransactionCosts**”: the one-time initial expenses directly associated withthe Acquisition, and fees and expenses associated with the Wachovia CreditFacility which amount shall not exceed, for the purposes ofSection 7.1(c), $18,000,000, which amount shall be calculated, solely forthe purpose of this definition, without giving effect to the Statement ofFinancial Accounting Standards No. 123 (Revised 2004) or “FAS 123(R)”,issued by the Financial Accounting Standards Board (“FASB”).

A-1

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**Annex B**

**Eligible Equipment**
| **Eligible  Equipment**                 | ** ** | **Inventory Category(1)** | ** ** | **Engine Category(2)** | ** ** | **Aircraft Category(3)** |
|-----------------------------------------|------------|---------------------------|------------|------------------------|------------|--------------------------|
| CFM56-5C                                |       | 1                         |       | 1                      |       | N/a                      |
| Boeing 747-400                          |       | 1                         |       | N/a                    |       | 1                        |
| Engines powering  747-400               |       | 1                         |       | 1                      |       | N/a                      |
| Airbus A320                             |       | 1                         |       | N/a                    |       | 1                        |
| Engines powering  A320                  |       | 1                         |       | 1                      |       | N/a                      |
| Boeing 767                              |       | 1                         |       | N/a                    |       | 1                        |
| Engines powering  767                   |       | 1                         |       | 1                      |       | N/a                      |
| CF680C2A8                               |       | 2                         |       | 2                      |       | N/a                      |
| Boeing 737NG                            |       | 1                         |       | N/a                    |       | 1                        |
| Engines powering  737NG                 |       | 1                         |       | 1                      |       | N/a                      |
| Boeing 737  -300/400 /500               |       | 2                         |       | N/a                    |       | 2                        |
| Engines powering  737 -300/400 /500     |       | 2                         |       | 2                      |       | N/a                      |
| MD-11                                   |       | 2                         |       | N/a                    |       | 2                        |
| Engines powering  MD-11                 |       | 2                         |       | 2                      |       | N/a                      |
| MD-80                                   |       | 2                         |       | N/a                    |       | 3                        |
| JT8D/JT8D-200/217/219                   |       | 2                         |       | 3                      |       | N/a                      |
| Boeing 757                              |       | 2                         |       | N/a                    |       | 2                        |
| Engines powering 757                    |       | 2                         |       | 2                      |       | N/a                      |
| MD-90                                   |       | 3                         |       | N/a                    |       | 3                        |
| Engines powering  MD-90                 |       | 3                         |       | 3                      |       | N/a                      |
| Fokker F100                             |       | 3                         |       | N/a                    |       | 3                        |
| Engines powering  F100                  |       | 3                         |       | 3                      |       | N/a                      |
| Airbus A310                             |       | 3                         |       | N/a                    |       | 3                        |
| Engines powering  A310                  |       | 3                         |       | 3                      |       | N/a                      |
| DC-8                                    |       | 4                         |       | N/a                    |       | 4                        |
| Engines powering  DC-8 (except CFM56-2) |       | 4                         |       | 4                      |       | N/a                      |
| CFM56-2                                 |       | 3                         |       | N/a                    |       | N/a                      |
| Boeing  747-100/200/300                 |       | 4                         |       | N/a                    |       | 4                        |
| Engines powering  747-100/200/300       |       | 4                         |       | 4                      |       | N/a                      |
| DC-10                                   |       | 4                         |       | N/a                    |       | 4                        |
| Engines powering  DC-10                 |       | 4                         |       | 4                      |       | N/a                      |
| DC-9                                    |       | 4                         |       | N/a                    |       | 4                        |
| Engines powering  DC-9                  |       | 4                         |       | 4                      |       | N/a                      |

----

(1) Inventory Category: Parts andcomponents of referenced equipment; not whole/complete equipment.

(2) Engine Category: A completeengine.

(3)Aircraft Category: A complete aircraft.

B-1

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**Annex C**

**Borrowing Base Advance Rates**
| ** **           | ** ** | ** **                                                 | ** ** | ** **                                                  | ** ** | **Aircraft - the lower of:**           | ** ** |
|----------------------|------------|------------------------------------------------------------|------------|-------------------------------------------------------------|------------|------------------------------------------------------------|------------|
| **Category**         | ** ** | **Inventory as a % of Adj.  CMV** | ** ** | **Engines as a % of Adj.  CMV***** | ** ** | **Aircraft as a % of Adj.  CMV*** | ** ** | **Aircraft as a % of Cost*** | ** ** |
| 1                    |       | 50                                                         | %          | 80                                                          | %          | 70                                                         | %          | 85 | % |
| 2                    |       | 40                                                         | %          | 70                                                          | %          | 60                                                         | %          | 80 | % |
| 3**                  |       | 20                                                         | %          | 40                                                          | %          | 50                                                         | %          | 75 | % |
| 4                    |       | 0                                                          | %          | 0                                                           | %          | 0                                                          | %          | 0 | % |
| Inventory at Vendors |       | -100                                                       | %          |                                                        |       |                                                       |       |   |   |

----

**Aggregate Category 3Aircraft advances will not exceed 10% of the total Borrowing Base calculationattributable to Engines and Inventory

***For engines inoverhaul, a cash collateral deposit equal to the repair amount due the overhaulprovider will be maintained by Administrative Agent. As an alternative,Borrower may exclude these engines from the Borrowing Base calculation

 

C-1

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**APPENDIXI**

**Definitions**

“**ABR**”:  for any day, a rate per annum equal to thegreater of (a) the Prime Rate in effect on such day and (b) theFederal Funds Effective Rate in effect on such day plus 1⁄2 of 1%.

“**ABR Loans**”:  Loans the rate of interest applicable towhich is based upon the ABR.

“**Account ControlAgreement**”:  an AccountControl Agreement with a Deposit Bank substantially in the form of Exhibit F tothe Senior Credit Agreement, or in such other form as is agreed with theDeposit Bank.  The initial AccountControl Agreement is the Deposit Account Control Agreement (With FurtherNotification) among the Borrower, the Collateral Agent and Wachovia Bank,National Association.

“**Acquisition**”:  the acquisition by AerCap AT, Inc. of all ofthe Capital Stock of AeroTurbine, Inc. pursuant to the Acquisition Documents.

“**AcquisitionAgreement**”:  that certainStock Purchase Agreement dated as of March 16, 2006 between AerCap, Inc.,Nicolas Finazzo, Rose Ann Finazzo and Robert Nichols with respect to all of theoutstanding capital stock of AeroTurbine, Inc.

“**AcquisitionDocumentation**”: collectively, the Acquisition Agreement and all schedules, exhibits andannexes thereto and all side letters and agreements affecting the terms thereofor entered into in connection therewith.

“**Advance Category**”:  for any item of Eligible Equipment: isspecified opposite such item on Annex B to the Senior Credit Agreement.

“**Advance Rate**”:  for any item of Eligible Equipment: theapplicable percentage specified on Annex C to the Senior Credit Agreement asdetermined by reference to such item’s Advance Category of the purchase priceor appraised value for such item.

“**Affiliate**”:  as to any Person, any other Person that,directly or indirectly, is in control of, is controlled by, or is under commoncontrol with, such Person.  For purposesof this definition, “control” of a Person means the power, directly orindirectly, either to (a) vote 10% or more of the securities havingordinary voting power for the election of directors (or persons performingsimilar functions) of such Person or (b) direct or cause the direction ofthe management and policies of such Person, whether by contract or otherwise.

“**Agent**”:  the Senior Agent.

“**AggregateExposure**”:  with respectto any Senior Lender at any time, an amount equal to the amount of such Lender’sRevolving Commitment then in effect or, if the Revolving 

----

Commitments have beenterminated, the amount of such Lender’s Revolving Extensions of Credit thenoutstanding plus, in the case of the Swing Line Lender, the Swing LineCommitment.

“**AggregateExposure Percentage**”: with respect to any Senior Lender at any time, the ratio (expressed as apercentage) of such Lender’s Aggregate Exposure at such time to the AggregateExposure of all Senior Lenders at such time.

“**Agreement**”:  the Senior Credit Agreement.

“**Aircraft Asset**”:  any airframe or engine owned by the Borroweror any of its Subsidiaries.

“**Aircraft AssetCollateral**”:  all propertyof the Borrower and its Subsidiaries, now owned or hereafter acquired, uponwhich a Lien is purported to be created by the Aircraft Asset SecurityAgreement.

“**Aircraft AssetLease**”:  any leaserelating to an Aircraft Asset.

“**Aircraft AssetSecurity Agreement**”:  thatcertain Aircraft Asset Security Agreement, dated as of April 26, 2006, amongthe Borrower, the Subsidiary Guarantors and Trusts party thereto and theCollateral Agent, as amended.

“**Aircraft AssetSecurity Agreement Supplement**”: a supplement to the Aircraft Asset Security Agreement, substantially inthe form of Exhibit A thereto, which shall particularly describe any AircraftAsset (or category thereof) and any Aircraft Asset Lease.

“**aircraft object**”:  is defined in the Cape Town Convention.

“**Assignee**”:  as defined in Section 10.6(c) of theSenior Credit Agreement.

“**Assignment andAcceptance**”:  anAssignment and Acceptance, substantially in the form of Exhibit D to theSenior Credit Agreement.

“**Assignment ofLease**”:  as defined in theAircraft Asset Security Agreement.

“**Assignor**”:  as defined in Section 10.6(c) of the SeniorCredit Agreement.

“**AvailableRevolving Commitment**”:  asto any Revolving Lender at any time, an amount equal to the excess, if any, of(a) such Lender’s Revolving Commitment then in effect over (b) suchLender’s Revolving Extensions of Credit then outstanding.

“**Benefited Lender**”:  as defined in Section 10.7(a) of theSenior Credit Agreement.

“**Board**”:  the Board of Governors of the Federal ReserveSystem of the United States (or any successor).

“**Borrower**”:  as defined in the preamble to the Senior CreditAgreement.

“**Borrowing Base**”:  as defined in Section 3.2 of the SeniorCredit Agreement.

2

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“**Borrowing Date**”:  any Business Day specified by the Borrower asa date on which the Borrower requests the relevant Lenders to make Loanshereunder.

“**Business**”:  as defined in Section 4.17(b) of theSenior Credit Agreement.

“**Business Day**”:  a day other than a Saturday, Sunday or otherday on which commercial banks in New York City are authorized or required bylaw to close, provided, that with respect to notices and determinations inconnection with, and payments of principal and interest on, Loans, such day isalso a day for trading by and between banks in Dollar deposits in the Londoninterbank market.

“**Calyon HedgeAgreement**”:  the interestrate swap entered into between CALYON New York Branch and the Borrower, withrespect to, initially, a Notional Amount of $60,000,000 (increasing to$80,000,0000 on January 15, 2007) for the purpose of hedging the interest ratepayable under the Loans.

“**Cape TownConvention**”:  the officialEnglish language texts of the Convention on International Interests in MobileEquipment and the Protocol to the Convention on International Interests inMobile Equipment on Matters Specific to Aircraft Equipment which were signed inCape Town, South Africa on November 16, 2001.

“**CapitalExpenditures**”:  for anyperiod, with respect to any Person, the aggregate of all expenditures by suchPerson and its Subsidiaries for the acquisition or leasing (pursuant to acapital lease) of fixed or capital assets or additions to equipment (includingreplacements, capitalized repairs and improvements during such period) thatshould be capitalized under GAAP on a consolidated balance sheet of such Personand its Subsidiaries.

“**Capital LeaseObligations**”:  as to anyPerson, the obligations of such Person to pay rent or other amounts under anylease of (or other arrangement conveying the right to use) real or personalproperty, or a combination thereof, which obligations are required to beclassified and accounted for as capital leases on a balance sheet of suchPerson under GAAP and, for the purposes of this Agreement, the amount of suchobligations at any time shall be the capitalized amount thereof at such timedetermined in accordance with GAAP.

“**Capital Stock**”:  any and all shares, interests, participationsor other equivalents (however designated) of capital stock of a corporation,any and all equivalent ownership interests in a Person (other than acorporation) and any and all warrants, rights or options to purchase any of theforegoing.

“**Cash Equivalents**”:  (a) marketable direct obligations issuedby, or unconditionally guaranteed by, the United States Government or issued byany agency thereof and backed by the full faith and credit of the UnitedStates, in each case maturing within one year from the date of acquisition;(b) certificates of deposit, time deposits, eurodollar time deposits orovernight bank deposits having maturities of six months or less from the dateof acquisition issued by any Lender or by any commercial bank organized underthe laws of the United States or any state thereof having combined capital andsurplus of not less than $500,000,000; (c) commercial paper of an issuerrated at least A-1 by Standard & Poor’s Ratings Services (“**S&P**”) or P-1 by Moody’s InvestorsService, Inc. (“**Moody’s**”), orcarrying an equivalent rating by a nationally 

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recognized rating agency,if both of the two named rating agencies cease publishing ratings of commercialpaper issuers generally, and maturing within six months from the date ofacquisition; (d) repurchase obligations of any Lender or of any commercialbank satisfying the requirements of clause (b) of this definition, having aterm of not more than 30 days, with respect to securities issued or fully guaranteedor insured by the United States government; (e) securities with maturitiesof one year or less from the date of acquisition issued or fully guaranteed byany state, commonwealth or territory of the United States, by any politicalsubdivision or taxing authority of any such state, commonwealth or territory orby any foreign government, the securities of which state, commonwealth,territory, political subdivision, taxing authority or foreign government (asthe case may be) are rated at least A by S&P or A by Moody’s;(f) securities with maturities of six months or less from the date ofacquisition backed by standby letters of credit issued by any Lender or anycommercial bank satisfying the requirements of clause (b) of this definition;or (g) shares of money market mutual or similar funds which investexclusively in assets satisfying the requirements of clauses (a) through (f) ofthis definition.

“**Code**”:  the Internal Revenue Code of 1986, as amendedfrom time to time.

“**Collateral**”:  all property of the Borrower and itsSubsidiaries, now owned or hereafter acquired, upon which a Lien is purportedto be created by any Security Document.

“**Collateral Agent**”:  CALYON New York Branch, in its capacity asthe Collateral Agent for the Senior Agent and the Senior Lenders under theSecurity Documents, and its successors in such capacity.

“**CollateralAssignment of Lease**”:  aCollateral Assignment of Lease from the Borrower or a Subsidiary in favor ofthe Collateral Agent in substantially in the form of Exhibit I to the SeniorCredit Agreement, or in such other form as the Collateral Agent may reasonablyapprove.

“**Commitment**”:  as to any Lender, such Lender’s RevolvingCommitment and, as to the Swing Line Lender, the Swing Line Commitment.

“**Commitment FeeRate**”:  is defined onAnnex A to the Senior Credit Agreement.

“**CommonlyControlled Entity**”:  anentity, whether or not incorporated, that is under common control with theBorrower within the meaning of Section 4001 of ERISA or is part of a groupthat includes the Borrower and that is treated as a single employer underSection 414 of the Code.

“**ComplianceCertificate**”:  acertificate duly executed by a Responsible Officer substantially in the form ofExhibit B to the Senior Credit Agreement.

“**Conduit Lender**”:  any special purpose corporation organized andadministered by any Lender for the purpose of making Loans otherwise requiredto be made by such Lender and designated by such Lender in a writteninstrument; provided, that the designation by any Lender of a ConduitLender shall not relieve the designating Lender of any of its obligations tofund a Loan under this Agreement if, for any reason, its Conduit Lender failsto fund any such Loan, and the designating Lender (and not the Conduit Lender)shall have the sole right and 

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responsibility to deliverall consents and waivers required or requested under this Agreement withrespect to its Conduit Lender, and provided, further, that noConduit Lender shall (a) be entitled to receive any greater amountpursuant to Section 2.13, 2.14, 2.15 or 10.5 than the designating Lenderwould have been entitled to receive in respect of the extensions of credit madeby such Conduit Lender or (b) be deemed to have any Commitment.

“**ConsolidatedEBITDA**”:  for any period,Consolidated Net Income for such period plus, without duplication and to theextent reflected as a charge in the statement of such Consolidated Net Incomefor such period, the sum of (a) income tax expense, (b) interestexpense, amortization or writeoff of debt discount and debt issuance costs andcommissions, discounts and other fees and charges associated with Indebtedness(including the Loans), (c) depreciation and amortization expense and(d) amortization of intangibles (including, but not limited to, goodwill)and organization costs.

“**ConsolidatedFixed Charge Coverage Ratio**”: for any period, the ratio of (a) Consolidated EBITDA for suchperiod *to* (b) ConsolidatedFixed Charges for such period.

“**ConsolidatedFixed Charges**”:  for anyperiod, the sum (without duplication) of (a) Consolidated Interest Expensefor such period, (b) Consolidated Lease Expense for such period,(c) taxes paid by the Borrower and its Subsidiaries during such period,and (d) Restricted Payments made by the Borrower during such period.

“**Consolidated InterestExpense**”:  for any period,total cash interest expense (including that attributable to Capital LeaseObligations) of the Borrower and its Subsidiaries for such period with respectto all outstanding Indebtedness of the Borrower and its Subsidiaries (includingall commissions, discounts and other fees and charges owed with respect toletters of credit and bankers’ acceptance financing and net costs under HedgeAgreements in respect of interest rates to the extent such net costs areallocable to such period in accordance with GAAP).

“**ConsolidatedLease Expense**”:  for anyperiod, the aggregate amount of fixed rentals payable by the Borrower and itsSubsidiaries for such period with respect to leases of real and personalproperty, determined on a consolidated basis in accordance with GAAP.

“**ConsolidatedLeverage Ratio**”:  as atthe last day of any period, the ratio of (a) Consolidated Net Debt for thefiscal quarter ending on such day *to*(b) Consolidated EBITDA for such period.

“**Consolidated NetDebt**”:  at any date, thedifference of (i) the average aggregate principal amount of all Loans forthe fiscal quarter ending as at such date, less (ii) the amount ofunrestricted cash of the Borrower at such date.

“**Consolidated NetIncome**”:  for any period,the consolidated net income (or loss) of the Borrower and its Subsidiaries,determined on a consolidated basis in accordance with GAAP; providedthat there shall be excluded (a) the income (or deficit) of any Personaccrued prior to the date it becomes a Subsidiary of the Borrower or is mergedinto or consolidated with the Borrower or any of its Subsidiaries, (b) theincome (or deficit) of any Person (other than a Subsidiary of the Borrower) inwhich the Borrower or any of its Subsidiaries has an ownership interest, exceptto the extent that any such income is actually received by the Borrower or such

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Subsidiary in the form ofdividends or similar distributions, (c) the undistributed earnings of anySubsidiary of the Borrower to the extent that the declaration or payment ofdividends or similar distributions by such Subsidiary is not at the timepermitted by the terms of any Contractual Obligation (other than under any LoanDocument) or Requirement of Law applicable to such Subsidiary and, (d) thenon-cash income statement charge to compensation expense included in the “Selling,General and Administrative Expenses” category of the financial statements ofthe Borrower for share-based compensation solely related to the acquisition ofthe Borrower by the Pledgor; provided that the exclusion referred to inclause (d) above shall only apply if the amount of the non-cash incomestatement charge referred to in clause (d) above is off-set by an equaldollar-for-dollar increase in equity.

“**ContractualObligation**”:  as to anyPerson, any provision of any security issued by such Person or of anyagreement, instrument or other undertaking to which such Person is a party orby which it or any of its property is bound.

“**Default**”:  any of the events specified inSection 8, whether or not any requirement for the giving of notice, thelapse of time, or both, has been satisfied.

“**Deposit Account**”:  any deposit, bank or brokerage account of theBorrower or any Subsidiary.

“**Deposit Bank**”:  each bank or financial institution that holdsa Deposit Account.

“**Disposition**”:  with respect to any property, any sale,lease, sale and leaseback, assignment, conveyance, transfer or otherdisposition thereof.  The terms “Dispose”and “Disposed of” shall have correlative meanings.

“**Dollars**”and “**$**”:  dollars in lawful currency of the UnitedStates.

“**Effective Date**”:  is defined on Annex A to the Senior CreditAgreement.

“**EligibleEquipment**”:  is listed onAnnex B to the Senior Credit Agreement.

“**EligibleInventory**”:  inventory ofthe Borrower and its Subsidiaries constituting parts and components of EligibleEquipment.

“**EnvironmentalLaws**”:  any and allforeign, Federal, state, local or municipal laws, rules, orders, regulations,statutes, ordinances, codes, decrees, requirements of any Governmental Authorityor other Requirements of Law (including common law) regulating, relating to orimposing liability or standards of conduct concerning protection of humanhealth or the environment, as now or may at any time hereafter be in effect.

“**ERISA**”:  the Employee Retirement Income Security Actof 1974, as amended from time to time.

“**Event of Default**”:  Senior Event of Default.

“**Exempt Aircraft**”:  is defined in the Aircraft Asset SecurityAgreement.

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“**ExemptedProperty**”:  Each ExemptAircraft, each Aircraft Asset whose value is not included in the BorrowingBase, and any other property of the Borrower or any of its Subsidiaries underthe Loan Documents as to which no Lien in favor of the Collateral Agent need beperfected.

“**Existing HedgeAgreements**”:  the interestrate swap transaction entered into between National City Bank and AeroTurbine,Inc., on January 12, 2004, with a Notional Amount of $10,000,000 andterminating on December 29, 2006 and the interest rate swap transaction enteredinto between Wachovia Bank, N.A. and AeroTurbine, Inc., on January 26, 2004,with a Notional Amount of $10,000,000 and terminating on December 31, 2006.

“**Facility**”:  the Revolving Commitments, the RevolvingExtensions of Credit and the Swing Line Commitment.

“**Federal AviationAdministration**” and “**FAA**”:  mean the United States Federal AviationAdministration and any agency or instrumentality of the United Statesgovernment succeeding to their functions.

“**Federal FundsEffective Rate**”:  for anyday, the weighted average of the rates on overnight federal funds transactionswith members of the Federal Reserve System arranged by federal funds brokers,as published on the next succeeding Business Day by the Federal Reserve Bank,or, if such rate is not so published for any day that is a Business Day, theaverage of the quotations for the day of such transactions received by CALYONNew York Branch from three federal funds brokers of recognized standingselected by it.

“**Fee Letter**”:  the fee letter between the Borrower andCALYON New York Branch dated April 26, 2006.

“**Funding Office**”:  the office of the Agent specified inSchedule 10.2 or such other office as may be specified from time to timeby the Agent as its funding office by written notice to the Borrower and theLenders.

“**GAAP**”:  generally accepted accounting principles inthe United States as in effect from time to time, except that for purposes ofSection 7.1, GAAP shall be determined on the basis of such principles ineffect on the date hereof and consistent with those used in the preparation ofthe most recent audited financial statements referred to in Section 4.1(b)and shall exclude non-cash adjustments to the accounts of the Borrower and itsSubsidiaries resulting from purchase accounting or “push down accounting”(i.e., adjustments to the carrying value of the assets of the Borrower and itsSubsidiaries resulting solely from the Acquisition).  In the event that any “Accounting Change” (asdefined below) shall occur and such change results in a change in the method ofcalculation of financial covenants, standards or terms in this Agreement, thenthe Borrower and the Agent agree to enter into negotiations in order to amendsuch provisions of this Agreement so as to equitably reflect such AccountingChanges with the desired result that the criteria for evaluating the Borrower’sfinancial condition shall be the same after such Accounting Changes as if suchAccounting Changes had not been made. Until such time as such an amendment shall have been executed anddelivered by the Borrower, the Agent and the Required Lenders, all financialcovenants, standards and terms in this Agreement shall continue to be 

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calculated or construedas if such Accounting Changes had not occurred. “Accounting Changes” refers to (x) changes in accounting principlesrequired by the promulgation of any rule, regulation, pronouncement or opinionby the Financial Accounting Standards Board of the American Institute ofCertified Public Accountants or, if applicable, the SEC or (y) changes inthe manner by which the Borrower’s auditors apply GAAP to the Borrower’sfinancial statements (as compared to any previously delivered financialstatements).

“**GovernmentalAuthority**”:  any nation orgovernment, any state or other political subdivision thereof, any agency,authority, instrumentality, regulatory body, court, central bank or otherentity exercising executive, legislative, judicial, taxing, regulatory oradministrative functions of or pertaining to government, any securitiesexchange and any self-regulatory organization.

“**Guarantee andCollateral Agreement**”: that certain Guarantee and Collateral Agreement, dated as of April 26,2006, among the Borrower, the Subsidiary Guarantors, and the Collateral Agent,as amended.

“**GuaranteeObligation**”:  as to anyPerson (the “**guaranteeing person**”),any obligation of (a) the guaranteeing person or (b) another Person(including any bank under any letter of credit) to induce the creation of whichthe guaranteeing person has issued a reimbursement, counterindemnity or similarobligation, in either case guaranteeing or in effect guaranteeing anyIndebtedness, leases, dividends or other obligations (the “**primary obligations**”) of any other thirdPerson (the “**primary obligor**”) inany manner, whether directly or indirectly, including any obligation of theguaranteeing person, whether or not contingent, (i) to purchase any suchprimary obligation or any property constituting direct or indirect securitytherefor, (ii) to advance or supply funds (1) for the purchase orpayment of any such primary obligation or (2) to maintain working capitalor equity capital of the primary obligor or otherwise to maintain the net worthor solvency of the primary obligor, (iii) to purchase property, securitiesor services primarily for the purpose of assuring the owner of any such primaryobligation of the ability of the primary obligor to make payment of suchprimary obligation or (iv) otherwise to assure or hold harmless the ownerof any such primary obligation against loss in respect thereof; provided,however, that the term Guarantee Obligation shall not includeendorsements of instruments for deposit or collection in the ordinary course ofbusiness.  The amount of any GuaranteeObligation of any guaranteeing person shall be deemed to be the lower of(a) an amount equal to the stated or determinable amount of the primaryobligation in respect of which such Guarantee Obligation is made and(b) the maximum amount for which such guaranteeing person may be liablepursuant to the terms of the instrument embodying such Guarantee Obligation,unless such primary obligation and the maximum amount for which suchguaranteeing person may be liable are not stated or determinable, in which casethe amount of such Guarantee Obligation shall be such guaranteeing person’smaximum reasonably anticipated liability in respect thereof as determined bythe Borrower in good faith.

“**Hedge Agreements**”:  all interest rate swaps, caps or collaragreements or similar arrangements dealing with interest rates or currencyexchange rates or the exchange of nominal interest obligations, eithergenerally or under specific contingencies.

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“**ImpairedAircraft Asset**”: ** **an Aircraft Asset which (i) inthe case of an Aircraft, is not registered as required by Section 2.02 ofthe Aircraft Asset Security Agreement or (ii) is not insured in theamounts and against the risks required by Section 2.07 of the AircraftAsset Security Agreement.  An Aircraft orEngine not subject to an Aircraft Asset Lease with respect to which Aircraft orEngine the Borrower has elected to disassemble for its parts shall not beconsidered an “Aircraft” or “Engine” for purposes of this definition.

“**Indebtedness**”:  of any Person at any date, withoutduplication, (a) all indebtedness of such Person for borrowed money,(b) all obligations of such Person for the deferred purchase price ofproperty or services (other than current trade payables incurred in theordinary course of such Person’s business), (c) all obligations of suchPerson evidenced by notes, bonds, debentures or other similar instruments,(d) all indebtedness created or arising under any conditional sale orother title retention agreement with respect to property acquired by suchPerson (even though the rights and remedies of the seller or lender under suchagreement in the event of default are limited to repossession or sale of suchproperty), (e) all Capital Lease Obligations of such Person, (f) allobligations of such Person, contingent or otherwise, as an account party orapplicant under or in respect of acceptances, letters of credit, surety bondsor similar arrangements, (g) the liquidation value of all redeemablepreferred Capital Stock of such Person, (h) all Guarantee Obligations ofsuch Person in respect of obligations of the kind referred to in clauses (a)through (g) above, (i) all obligations of the kind referred to inclauses (a) through (h) above secured by (or for which the holder of suchobligation has an existing right, contingent or otherwise, to be secured by)any Lien on property (including accounts and contract rights) owned by suchPerson, whether or not such Person has assumed or become liable for the paymentof such obligation, and (j) for the purposes of Sections 7.2 and 8(e)of the Senior Credit Agreement, all obligations of such Person in respect ofHedge Agreements.  The Indebtedness ofany Person shall include the Indebtedness of any other entity (including anypartnership in which such Person is a general partner) to the extent suchPerson is liable therefor as a result of such Person’s ownership interest in orother relationship with such entity, except to the extent the terms of suchIndebtedness expressly provide that such Person is not liable therefor.

“**Insolvency**”:  with respect to any Multiemployer Plan, thecondition that such Plan is insolvent within the meaning of Section 4245of ERISA.

“**Insolvent**”:  pertaining to a condition of Insolvency.

“**IntellectualProperty**”:  the collectivereference to all rights, priorities and privileges relating to intellectualproperty, whether arising under United States, multinational or foreign laws orotherwise, including copyrights, copyright licenses, patents, patent licenses,trademarks, trademark licenses, technology, know-how and processes, and allrights to sue at law or in equity for any infringement or other impairmentthereof, including the right to receive all proceeds and damages therefrom.

“**Interest PaymentDate**”:  (a) as to anyABR Loan , (i) the 15th day of each January, April, July and October tooccur while such Loan is outstanding and (ii) the Maturity Date and(b) as to any LIBOR Loan, (i) if the Interest Period for such LIBORLoan is equal to or less than three months, the last day of the Interest Periodfor such LIBOR Loan and (ii) if the Interest Period for such LIBOR Loan isgreater than three months, (x) each day that occurs at an interval 

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of three months from andincluding the first day of such Interest Period and (y) the last day ofsuch Interest Period.

“**Interest Period**”:  as to any LIBOR Loan, each period commencingon its Borrowing Date (or, if later, the date of conversion from an ABR Loan)or (in the event of a continuation of such LIBOR Loan), the last day of theimmediately preceding Interest Period for such LIBOR Loan, and ending on a dateone month, three months, six months or nine months thereafter (or longer withthe consent of the Administrative Agent) or, with respect to the initialInterest Period, the 15th day of January, April, July or October next to occur,as selected by the Borrower in the Notice of Borrowing or Notice of Conversion,as the case may be, given with respect thereto; provided that, all of theforegoing provisions relating to Interest Periods are subject to the following:

(i)            if any Interest Period wouldotherwise end on a day that is not a Business Day, such Interest Period shallbe extended to the next succeeding Business Day unless the result of suchextension would be to carry such Interest Period into another calendar month inwhich event such Interest Period shall end on the immediately preceding BusinessDay;

(ii)           any Interest Period that begins onthe last Business Day of a calendar month (or on a day for which there is nonumerically corresponding day in the calendar month at the end of such InterestPeriod) shall end on the last Business Day of a calendar month; and

(iii)          the final Interest Period shall end onthe Maturity Date.

“**internationalinterest**”:  is defined inthe Cape Town Convention.

“**InternationalRegistry**”:  is defined inthe Cape Town Convention.

“**Investments**”:  as defined in Section 7.8 of the SeniorCredit Agreement.

“**Key ManInsurance**”:  a policy ofinsurance which shall not expire prior to the Maturity Date with respect toeach of Nicolas Finazzo and Robert Nichols providing for the payment of notless than $10,000,000, in the event of the death of the beneficiary thereof and(i) payable to the Borrower and assigned to the Collateral Agent in a formreasonably acceptable to the Collateral Agent or (ii) payable to theCollateral Agent as loss payee.

“**Landlord Consent**”:  a Landlord Consent among a owner of realestate leased to the Borrower or a Subsidiary, the Borrower or such Subsidiaryand the Collateral Agent in substantially in the form of Exhibit H to theSenior Credit Agreement, or in such other form as the Collateral Agent may reasonablyapprove.

“**Lease**”:  as defined in Section 2.04 of theAircraft Asset Security Agreement.

“**Lease DefaultEquipment**”: Aircraft Assets subject to an Aircraft Asset Lease which at the earlierof the termination or expiration of such Aircraft Asset Lease and at any timethereafter shall not have been physically returned to the Borrower or one ofits Subsidiaries, 

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together with allrecords, logs and manuals maintained with respect thereto and modification andmaintenance records  maintained withrespect thereto, free of all rights of the Lessee, with all required exportpermits and licenses, and (in the case of an Aircraft registered in the name ofa Lessee), re-registered (on a permanent or temporary basis) in the name of theBorrower or one of its Subsidiaries or a Trust) in a country permitted bySection 2.02 of the Aircraft Asset Security Agreement.

“**Lender Affiliate**”:  (a) any Affiliate of any Lender,(b) any Person that is administered or managed by any Lender and that isengaged in making, purchasing, holding or otherwise investing in commercialloans and similar extensions of credit in the ordinary course of its businessand (c) with respect to any Lender which is a fund that invests incommercial loans and similar extensions of credit, any other fund that investsin commercial loans and similar extensions of credit and is managed or advisedby the same investment advisor as such Lender or by an Affiliate of such Lenderor investment advisor.

“**Lenders**”:  as defined in the preamble to the Senior CreditAgreement; provided, that unless the context otherwise requires, each referencetherein to the Lenders shall be deemed to include any Conduit Lender and theSwing Line Lender.

“**Lessee**”:  as defined in Section 2.04 of theAircraft Asset Security Agreement.

“**Lessee Consentto Assignment**”:  inrelation to any Aircraft Asset Lease, either (a) an express provision inthe Lease pursuant to which the Lessee acknowledges that the Aircraft AssetLease may be assigned absolutely and/or as collateral by the Borrower or itsSubsidiaries (whichever is the lessor) without the consent or acknowledgementof the Lessee, provided that the Borrower or its Subsidiaries (whichever is thelessor) shall have notified the Lessee pursuant to the terms of such AircraftAsset Lease that the Aircraft Asset Lease has been assigned to the CollateralAgent pursuant to an Assignment of Lease or (b) a written statement signedby  the Lessee addressed to the Borroweror its Subsidiaries (whichever is the lessor) and the Collateral Agent acknowledgingnotice of, and consenting to the terms of, an Assignment of Lease with respectto such Aircraft Asset Lease in form and substance reasonably satisfactory tothe Collateral Agent.

“**LIBOR Loans**”:  Loans the rate of interest applicable towhich is based upon the LIBOR Rate.

“**LIBORRate**”:  in relation to any amount to be advanced to,or owing by, the Borrower hereunder on which interest for a given period is toaccrue or be calculated:  (a) thepercentage rate per annum equal to the offered quotation which appears on thepage of the Reuters screen which displays an average British BankersAssociation Interest Settlement Rate for Dollars or the currency of therelevant amount for such period as at 11.00 a.m. (London time) on thesecond Business Day prior to the commencement of such period or, if such pageor such service shall cease to be available, such other page or such otherservice for the purpose of displaying an average British Bankers AssociationInterest Settlement Rate for Dollars as the relevant Agent, after consultationwith the Lenders, shall select; or (b) if no quotation for Dollars and therelevant period is displayed on the Reuters Screen and the relevant Agent hasnot selected an alternative service on which a quotation is displayed, thearithmetic mean (rounded upwards to 

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four decimal places) ofthe rates (as notified to the relevant Agent) at which each of the ReferenceBanks was offering to prime banks in the London interbank market deposits inDollars  for such period as at 11.00 a.m.(London time) on the second Business Day prior to the commencement of suchperiod.

“**Lien**”:  any mortgage, pledge, hypothecation,assignment, deposit arrangement, encumbrance, lien (statutory or other), chargeor other security interest or any preference, priority or other securityagreement or preferential arrangement of any kind or nature whatsoever(including any conditional sale or other title retention agreement and anycapital lease having substantially the same economic effect as any of the foregoing).  “Lien” shall include any internationalinterest or other notation registered on the International Registry.

“**Loan**”:  the Revolving Loans and the Swing Line Loans.

“**Loan Documents**”:  the Senior Credit Agreement, the PledgeAgreement, the Fee Letter and the Security Documents.

“**Loan Parties**”:  the Pledgor, the Borrower and each of theBorrower’s Subsidiaries.

“**MajorityFacility Lenders**”:  theholders of more than 50% of the Total Revolving Commitment.

“**Material AdverseEffect**”:  a materialadverse effect on (a) the Acquisition, (b) the business, property,operations or financial condition of the Borrower and its Subsidiaries taken asa whole or (c) the validity or enforceability of this Agreement or any ofthe other Loan Documents or the rights or remedies of the Agent or the Lendershereunder or thereunder.

“**Materials ofEnvironmental Concern**”: any gasoline or petroleum (including crude oil or any fraction thereof)or petroleum products or any hazardous or toxic substances, materials orwastes, defined or regulated as such in or under any Environmental Law,including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“**Maturity Date**”:  is defined on Annex A to the SeniorCredit Agreement.

“**MultiemployerPlan**”:  a Plan that is amultiemployer plan as defined in Section 4001(a)(3) of ERISA.

“**Net CashProceeds**”:  in connectionwith any Recovery Event, the proceeds thereof in the form of cash and CashEquivalents (including any such proceeds received by way of deferred payment ofprincipal pursuant to a note or installment receivable or purchase priceadjustment receivable or otherwise, but only as and when received) of suchRecovery Event, net of attorneys’ fees, accountants’ fees, investment bankingfees, amounts required to be applied to the repayment of Indebtedness securedby a Lien expressly permitted hereunder on any asset that is the subject ofsuch Recovery Event (other than any Lien pursuant to a Security Document) andother customary fees and expenses actually incurred in connection therewith andnet of taxes paid or reasonably estimated to be payable as a result thereof(after taking into account any available tax credits or deductions and any taxsharing arrangements).

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“**Non-ExcludedTaxes**”:  as defined inSection 2.14(a) of the Senior Credit Agreement.

“**Non-U.S. Lender**”:  as defined in Section 2.14(d) of theSenior Credit Agreement.

“**Notice ofBorrowing**”:  the Notice ofBorrowing, duly executed and delivered by the Borrower, substantially in theform of Exhibit C to the Senior Credit Agreement.

“**Notice ofConversion**”:  as definedin Section 2.10 of the Senior Credit Agreement.

“**Obligations**”:  the unpaid principal of and interest on(including interest accruing after the maturity of the Loans and interestaccruing after the filing of any petition in bankruptcy, or the commencement ofany insolvency, reorganization or like proceeding, relating to the Borrower,whether or not a claim for post-filing or post-petition interest is allowed insuch proceeding) the Loans and all other obligations and liabilities of theBorrower to the Agent or to any Lender (or, in the case of Specified HedgeAgreements, any affiliate of any Lender), whether direct or indirect, absoluteor contingent, due or to become due, or now existing or hereafter incurred,which may arise under, out of, or in connection with, this Agreement, any otherLoan Document, any Specified Hedge Agreement or any other document made,delivered or given in connection herewith or therewith, whether on account ofprincipal, interest, reimbursement obligations, fees, indemnities, costs,expenses (including all fees, charges and disbursements of counsel to the Agentor to any Lender that are required to be paid by the Borrower pursuant hereto)or otherwise.

“**OmnibusAmendment**”:  the OmnibusAmendment, dated as of December 13, 2006, among the Borrower, the Pledgor,the Senior Lenders and the Collateral Agent, which amends the Guarantee andCollateral Agreement, the Aircraft Asset Security Agreement and the PledgeAgreement.

“**Original ClosingDate**”:  is defined onAnnex A to the Senior Credit Agreement.

“**Other Taxes**”:  any and all present or future stamp ordocumentary taxes or any other excise or property taxes, charges, or similarlevies arising from any payment made under the Senior Credit Agreement or anyother Loan Document or from the execution, delivery, or enforcement of, orotherwise with respect to, the Senior Credit Agreement or any other LoanDocument.

“**Participant**”:  as defined in Section 10.6(b) of theSenior Credit Agreement.

“**PBGC**”:  the Pension Benefit Guaranty Corporationestablished pursuant to Subtitle A of Title IV of ERISA (or anysuccessor).

“**Permitted Liens**”:  as described in Section 7.3 of theSenior Credit Agreement.

“**Person**”:  an individual, partnership, corporation,limited liability company, business trust, joint stock company, trust,unincorporated association, joint venture, Governmental Authority or otherentity of whatever nature.

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“**Plan**”:  at a particular time, any employee benefitplan that is covered by ERISA and in respect of which the Borrower or aCommonly Controlled Entity is (or, if such plan were terminated at such time,would under Section 4069 of ERISA be deemed to be) an “employer” asdefined in Section 3(5) of ERISA.

“**Pledge Agreement**”:  the Pledge Agreement, dated as ofApril 26, 2006, executed and delivered by the Pledgor, as amended.

“**Pledgor**”:  AerCap, Inc., a Delaware corporation.

“**Prime Rate**”:  for any day, the “prime rate” as published inthe Wall Street Journal on such day (or if such day is not a day on which theWall Street Journal is published, as published in the Wall Street Journal onthe immediately preceding date on which the Wall Street Journal is  published).

“**Pro Forma BalanceSheet**”:  as defined inSection 4.1(a) of the Senior Credit Agreement.

“**Projections**”:  as defined in Section 6.2(b) of theSenior Credit Agreement.

“**Properties**”:  as defined in Section 4.17(a) of theSenior Credit Agreement.

“**Prospectiveinternational interest**”: is defined in the Cape Town Convention.

“**Purchase Price**”:  of any item of Equipment: the cash purchaseprice paid by the Borrower for such item from the seller thereof, as certifiedby the Borrower in the related Notice of Borrowing.

“**Quarterly Date**”:  the last day of each March, June, Septemberand December of each year.

“**Recovery Event**”:  any settlement of or payment in respect ofany property or casualty insurance claim or any condemnation proceedingrelating to any asset of the Borrower or any of its Subsidiaries.

“**Reference Banks**”:  CALYON New York Branch, Wachovia Bank,National Association and National City Bank.

“**Register**”:  as defined in Section 10.6(d) of theSenior Credit Agreement.

“**Regulation U**”:  Regulation U of the Board as in effect fromtime to time.

“**Reorganization**”:  with respect to any Multiemployer Plan, thecondition that such plan is in reorganization within the meaning ofSection 4241 of ERISA.

“**Report Date**”:  the date any Borrowing Base valuation reportunder Section 3.3(a) of the Senior Credit Agreement shall be delivered.

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“**Reportable Event**”:  any of the events set forth inSection 4043(c) of ERISA, other than those events as to which the thirtyday notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34or .35 of PBGC Reg. § 4043.

“**Required Lenders**”:  the Majority Facility Lenders.

“**Requirement ofLaw**”:  as to any Person,the Certificate of Incorporation and By-Laws or other organizational orgoverning documents of such Person, and any law, treaty, rule or regulation ordetermination of an arbitrator or a court or other Governmental Authority, ineach case applicable to or binding upon such Person or any of its property orto which such Person or any of its property is subject.

“**ResponsibleOfficer**”:  the chiefexecutive officer, president or chief financial officer of the Borrower, but inany event, with respect to financial matters, the chief financial officer ofthe Borrower.

“**RestrictedAccount**”:  as defined inthe Guarantee and Collateral Agreement. Monies on deposit in the Restricted Account shall be deemed “restrictedcash” for all purposes hereof.

“**RestrictedPayments**”:  as defined inSection 7.6 of the Senior Credit Agreement.

**“Returned Equipment”**:  an Aircraft Asset which is Lease DefaultEquipment whose Borrowing Base Value has been determined pursuant to theproviso to Section 3.2(h) of the Senior Credit Agreement shall be “ReturnedEquipment” when it ceases to be Lease Default Equipment and an Aircraft Assetwhich is an Impaired Aircraft Asset shall be “Returned Equipment” when thecircumstances causing such Aircraft Asset to be an Impaired Aircraft Assetshall no longer exist.

“**RevolvingCommitment**”:  as to anyLender, the obligation of such Lender, if any, to make Revolving Loans in anaggregate principal and/or face amount not to exceed the amount set forth underthe heading “Revolving Commitment” opposite such Lender’s name onSchedule 1.1A of the Senior Credit Agreement or in the Assignment andAcceptance pursuant to which such Lender became a party hereto, as the same maybe changed from time to time pursuant to the terms hereof.  The amount of the Total Revolving Commitmentsis as specified on Annex A to the Senior Credit Agreement.

“**RevolvingCommitment Period**”:  theperiod from and including the original Closing Date to the Maturity Date.

“**RevolvingExtensions of Credit**”:  asto any Revolving Lender at any time, an amount equal to the aggregate principalamount of all Revolving Loans held by such Lender then outstanding.

“**Revolving Lender**”:  each Lender that has a Revolving Commitmentor that holds Revolving Loans.

“**Revolving Loans**”:  as defined in Section 2.4(a) of theSenior Credit Agreement.

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“**RevolvingPercentage**”:  as to anyRevolving Lender at any time, the percentage which such Lender’s RevolvingCommitment then constitutes of the Total Revolving Commitments or, at any timeafter the Revolving Commitments shall have expired or terminated, thepercentage which the aggregate principal amount of such Lender’s RevolvingLoans then outstanding constitutes of the aggregate principal amount of theRevolving Loans then outstanding, provided, that, in the event that theRevolving Loans are paid in full prior to the reduction to zero of the TotalRevolving Extensions of Credit, the Revolving Percentages shall be determinedin a manner designed to ensure that the other outstanding Revolving Extensionsof Credit shall be held by the Revolving Lenders on a comparable basis.

“**SEC**”:  the Securities and Exchange Commission, anysuccessor thereto and any analogous Governmental Authority.

“**SecurityDocuments**”:  thecollective reference to the Guarantee and Collateral Agreement, the AircraftAsset Security Agreement, the Account Control Agreement and all other securitydocuments hereafter delivered to the Agent granting a Lien on any property ofany Person to secure the obligations and liabilities of any Loan Party underany Loan Document.

“**Senior Agent**”:  CALYON New York Branch, together with itsaffiliates, as the arranger of the Commitments and as the Administrative Agentfor the Lenders under the Senior Credit Agreement and the other Loan Documents,together with any of its successors.

“**Senior CreditAgreement**”:  the Amendedand Restated Senior Credit Agreement, dated as of December 13, 2006, amongthe Borrower, the Senior Lenders and the Administrative Agent.

“**Senior Event ofDefault**”:  any of theevents specified in Section 8 of the Senior Credit Agreement, providedthat any requirement for the giving of notice, the lapse of time, or both, hasbeen satisfied.

“**Senior Lenders**”:  the lenders from time to time party to theSenior Credit Agreement.

“**Senior Loans**”:  the Revolving Loans and the Swing Line Loans.

“**Single EmployerPlan**”:  any Plan that iscovered by Title IV of ERISA, but that is not a Multiemployer Plan.

“**Solvent**”:  when used with respect to any Person, meansthat, as of any date of determination, (a) the amount of the “present fairsaleable value” of the assets of such Person will, as of such date, exceed theamount of all “liabilities of such Person, contingent or otherwise”, as of suchdate, as such quoted terms are determined in accordance with applicable federaland state laws governing determinations of the insolvency of debtors,(b) the present fair saleable value of the assets of such Person will, asof such date, be greater than the amount that will be required to pay theliability of such Person on its debts as such debts become absolute andmatured, (c) such Person will not have, as of such date, an unreasonablysmall amount of capital with which to conduct its business, and (d) suchPerson will be able to pay its debts as they mature.  For purposes of this definition, (i) ”debt”means liability on a “claim”, and (ii) ”claim” means any (x) right topayment, whether or not such a right is reduced to judgment, liquidated,

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unliquidated, fixed,contingent, matured, unmatured, disputed, undisputed, legal, equitable, securedor unsecured or (y) right to an equitable remedy for breach of performanceif such breach gives rise to a right to payment, whether or not such right toan equitable remedy is reduced to judgment, fixed, contingent, matured orunmatured, disputed, undisputed, secured or unsecured.

“**Special PurposeVehicle**”:  any Personestablished for the special purpose of holding a single Aircraft Asset ormultiple Aircraft Assets so long as such Aircraft Assets are leased to a singleLessee, and which satisfies the Special Purpose Vehicle Criteria.

“**Special PurposeVehicle Criteria**”: include the following: (i) not conducting, transacting or otherwise engaging in, orcommitting to conduct, transact or otherwise engage in, any business oroperations other than those incidental to its ownership of a single AircraftAsset or multiple Aircraft Assets so long as such Aircraft Assets are leased toa single Lessee, (ii) not incurring, creating, assuming or suffering toexist any Indebtedness or other liabilities or financial obligations, except(x) nonconsensual obligations imposed by operation of law,(y) pursuant to the Loan Documents to which it is a party and(z) obligations with respect to its Aircraft Asset(s), or (iii) notowning, leasing, managing or otherwise operating any properties or assets otherthan its Aircraft Asset(s).

“**Specified HedgeAgreements**”:  the CalyonHedge Agreement and the Existing Hedge Agreements.

“**Subsidiary**”:  as to any Person, a corporation, partnership,limited liability company or other entity of which shares of stock or otherownership interests having ordinary voting power (other than stock or suchother ownership interests having such power only by reason of the happening ofa contingency) to elect a majority of the board of directors or other managersof such corporation, partnership or other entity are at the time owned, or themanagement of which is otherwise controlled, directly or indirectly through oneor more intermediaries, or both, by such Person.  Unless otherwise qualified, all references toa “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to aSubsidiary or Subsidiaries of the Borrower.

“**SubsidiaryGuarantor**”:  as defined inthe Guarantee and Collateral Agreement.

“**SubordinatedIndebtedness**”:** **means Indebtedness of the Borroweror any of its Subsidiaries which is subordinated to the Loans in form andsubstance satisfactory to the Agent , such subordination to include, interalia, a provision whereby no payments of principal or interest (other thanaccrual of interest) will be paid on the Subordinated Indebtedness until theLoans are paid in full, an agreement not to institute against the Borrower orany Subsidiary or join any other Person in instituting against the Borrower orany Subsidiary any bankruptcy, reorganization, arrangement, insolvency orliquidation proceeding under any state bankruptcy or similar law, for one yearand one day after the payment in full of the Loans and an agreement not toenforce any claim to payment with respect to such Subordinated Indebtedness inany court proceeding or otherwise until the payment in full of the Loans.

“**Swing LineCommitment**”:  means withrespect to the Swing Line Lender, the lesser of (i) $25,000,000, and(ii) such Lender’s Available Revolving Commitment.

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“**Swing LineLender**”:  means CALYON NewYork Branch in its capacity as Swing Line Lender under the Senior CreditAgreement, together with its permitted successors and assigns in such capacity.

“**Swing Line Loan**”:  means a Loan made by the Swing Line Lender tothe Borrower pursuant to Section 2.3 of the Senior Credit Agreement.

“**SyntheticPurchase Agreement**”:  anyagreement pursuant to which the Borrower is or may become obligated to make(a) any payment in connection with the purchase by any third party from aPerson other than the Borrower of any Capital Stock of the Borrower or anyIndebtedness referred to in Section 7.9 of the Senior Credit Agreement or(b) any payment (except as otherwise expressly permitted bySection 7.6 or Section 7.9 of the Senior Credit Agreement) the amountof which is determined by reference to the price or value at any time of anysuch Capital Stock or Indebtedness; provided, that no phantom stock or similarplan providing for payments only to current or former directors, officers oremployees of the Borrower (or to their heirs or estates) shall be deemed to bea Synthetic Purchase Agreement.

“**Taxes**”:  all present and future taxes, levies,imposts, duties, charges, fees, deductions, withholdings, assessments, fees orcharges of any nature whatsoever, imposed, levied, collected, withheld orassessed, together with any penalties, additions to tax, fines or interest in respectof the foregoing by any Governmental Authority.

“**Total RevolvingCommitments**”:  at anytime, the aggregate amount of the Revolving Commitments then in effect.

“**Total RevolvingExtensions of Credit**”:  atany time, the aggregate amount of the Revolving Extensions of Credit of theLenders outstanding at such time.

“**Transferee**”:  any Assignee or Participant.

“**Trust**”:  has the meaning set forth in the AircraftAsset Security Agreement.

“**United States**”:  the United States of America.

“**Wachovia CreditFacility**”:  the existingcredit agreement dated December 29, 2003 between the AeroTurbine, Inc., thesubsidiaries of AeroTurbine, Inc. from time to time parties thereto, thelenders parties thereto, National City Bank and Wachovia Bank, NationalAssociation.

“**Wholly OwnedSubsidiary**”:  as to anyPerson, any other Person all of the Capital Stock of which (other thandirectors’ qualifying shares required by law) is owned by such Person directlyand/or through other Wholly Owned Subsidiaries.

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