Exhibit 2.18  EXECUTION COPY  SECOND AMENDED AND RESTATED  SENIOR CREDIT AGREEMENT  dated as of December 19, 2007  among  AeroTurbine, Inc., as Borrower  The Several Lenders from Time to Time Parties
Hereto,  CALYON New York Branch, as Administrative Agent,  HSH Nordbank AG, as
Syndication Agent,  and  DekaBank Deutsche Girozentrale, Wachovia Bank, National Association,
andNorddeutsche Landesbank Girozentrale, as
Co-Documentation Agents  
  CALYON New York
Branch,
as Lead Arranger and Bookrunner


TABLE OF
CONTENTS  PageSECTION 1.
  DEFINITIONS
  11.1
  Defined Terms
  11.2
  Other Definitional Provisions
  1SECTION 2.
  AMOUNT AND TERMS OF COMMITMENTS
  22.1
  [Intentionally Omitted]
  22.2
  Letters of Credit
  22.3
  Swing Line Loans; Swing Line Commitment
  52.4
  Revolving Commitments
  72.5
  Procedure for Revolving Loan Borrowing
  72.6
  Commitment Fees, etc
  82.7
  Termination or Reduction of Revolving Commitments
  92.8
  Optional Prepayments
  92.9
  Mandatory Prepayments and Commitment Reductions
  92.10
  Conversion Options; Continuation; Interest Rates and
  Payment Dates
  102.11
  Computation of Interest and Fees
  112.12
  Pro Rata Treatment and Payments
  122.13
  Requirements of Law
  132.14
  Taxes
  142.15
  Indemnity
  172.16
  Change of Lending Office
  172.17
  Replacement of Lenders
  17SECTION 3.
  BORROWING BASE
  183.1
  Borrowing Base
  183.2
  Borrowing Base Definitions
  183.3
  Borrowing Base Valuations
  213.4
  Requests to Add Additional Equipment Types
  21SECTION 4.
  REPRESENTATIONS AND WARRANTIES
  224.1
  Financial Condition
  224.2
  No Change
  224.3
  Existence; Compliance with Law
  224.4
  Power; Authorization; Enforceable Obligations
  234.5
  No Legal Bar
  234.6
  Litigation
  234.7
  No Default
  234.8
  Ownership of Property; Liens
  244.9
  Intellectual Property
  244.10
  Taxes
  244.11
  Federal Regulations
  24  i


Page4.12
  Labor Matters
  244.13
  ERISA
  244.14
  Investment Company Act; Other Regulations
  254.15
  Subsidiaries
  254.16
  Use of Proceeds and Letters of Credit
  254.17
  Environmental Matters
  254.18
  Accuracy of Information, etc
  264.19
  Security Documents
  264.20
  Solvency
  264.21
  Certain Documents
  274.22
  Employment Arrangements
  27SECTION 5.
  CONDITIONS PRECEDENT
  275.1
  Effective Date
  275.2
  Conditions to Each Loan
  28SECTION 6.
  AFFIRMATIVE COVENANTS
  296.1
  Financial Statements
  306.2
  Certificates; Other Information
  306.3
  Payment of Obligations
  316.4
  Maintenance of Existence; Compliance
  316.5
  Maintenance of Property; Insurance
  316.6
  Inspection of Property; Books and Records;
  Discussions
  316.7
  Notices
  326.8
  Environmental Laws
  326.9
  Hedge Agreements; Key Man Insurance
  326.10
  Additional Collateral
  336.11
  Subsidiaries
  346.12
  Post Closing Registration of International Interests
  34SECTION 7.
  NEGATIVE COVENANTS
  347.1
  [Intentionally Omitted]
  357.2
  Indebtedness
  357.3
  Liens
  357.4
  Fundamental Changes
  377.5
  Lines of Business
  377.6
  Restricted Payments
  377.7
  Capital Expenditures
  377.8
  Investments
  387.9
  Synthetic Purchase Agreements
  387.10
  Transactions with Affiliates
  387.11
  Sales and Leasebacks
  38  ii


Page7.12
  Changes in Fiscal Periods
  397.13
  Negative Pledge Clauses
  397.14
  Clauses Restricting Subsidiary Distributions
  397.15
  Amendments to Acquisition Documentation
  39SECTION 8.
  EVENTS OF DEFAULT
  39SECTION 9.
  THE AGENTS
  429.1
  Appointment
  429.2
  Delegation of Duties
  439.3
  Exculpatory Provisions
  439.4
  Reliance by Administrative Agent
  439.5
  Notice of Default
  449.6
  Non-Reliance on Agents and Other Lenders
  449.7
  Indemnification
  449.8
  Administrative Agent in Its Individual Capacity
  459.9
  Successor Administrative Agent
  459.10
  Administrative Agent Fees
  459.11
  [Intentionally Omitted]
  469.12
  Intralinks
  46SECTION 10.
  MISCELLANEOUS
  4610.1
  Amendments and Waivers
  4610.2
  Notices
  4710.3
  No Waiver; Cumulative Remedies
  4710.4
  Survival of Representations and Warranties
  4710.5
  Payment of Expenses
  4710.6
  Successors and Assigns; Participations and
  Assignments; Successor Letter of Credit Issuer
  4810.7
  Adjustments; Set-off
  5110.8
  Counterparts
  5110.9
  Severability
  5210.10
  Integration
  5210.11
  Governing Law
  5210.12
  Submission To Jurisdiction; Waivers
  5210.13
  Acknowledgements
  5210.14
  Releases of Guarantees and Liens
  5310.15
  Confidentiality
  5310.16
  WAIVERS OF JURY TRIAL
  5410.17
  USA Patriot Act
  54  iii


APPENDIX I:
  Definitions AppendixANNEXES:A
  Economics ScheduleB
  Eligible EquipmentC
  Advance RatesSCHEDULES:1.1A
  Commitments4.4
  Consents, Authorizations, Filings and Notices4.15
  Subsidiaries4.19(a)
  Aircraft Assets and Aircraft Asset Leases4.19(b)
  Locations of Eligible Equipment and Eligible Inventory4.19(c)
  Deposit Accounts4.19(d)
  Intellectual Property4.22
  Employment Contracts7.2(d)
  Existing Indebtedness7.3(f)
  Existing Liens10.2
  Notice InformationEXHIBITS:A
  Intentionally OmittedB
  Form of Compliance CertificateC
  Form of Notice of BorrowingD
  Form of Assignment and AcceptanceE
  Intentionally OmittedF
  Form of Account Control AgreementG
  Intentionally OmittedH
  Form of Landlord ConsentI
  Form of Collateral Lease AssignmentJ
  Form of Loan GuaranteeK
  Form of Borrowing Base ReportL
  Intentionally Omitted  iv


THIS SECOND AMENDED AND RESTATED SENIOR CREDIT AGREEMENT
(this Agreement), dated as of
December 19, 2007, among AeroTurbine, Inc., a Delaware corporation (the Borrower), the several banks and other
financial institutions or entities from time to time parties to this Agreement
(the Lenders), CALYON New York
Branch, as administrative agent for the Lenders as provided herein (the Administrative Agent), HSH Nordbank AG, as
Syndication Agent, and DekaBank Deutsche Girozentrale, Wachovia Bank, National
Association and Norddeutsche
Landesbank Girozentraleas, as Co-Documentation Agents.  WHEREAS,
the Borrower (as successor by merger to AerCap AT, Inc.) entered into that
certain Senior Credit Agreement, dated as of April 26, 2006, as amended
and restated as of December 13, 2006 (the Original
Credit Agreement), with certain financial institutions party
thereto, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents;  WHEREAS,
the Borrower desires to increase each Lenders Revolving Commitment and to add
a letter of credit facility and modify certain terms of the Original Credit
Agreement;  NOW
THEREFORE, the parties hereto agree to amend and restate the Original Credit
Agreement, effective as of the Effective Date, in its entirety as follows:  Section 1.Definitions.  1.1Defined Terms. As
used in this Agreement, the terms listed in Appendix I or any Security
Document shall have the respective meanings set forth in such Appendix or
Security Document. Any reference in Appendix I to a Section, Annex, Schedule or
Exhibit without designation as to the particular agreement to which the same
relates shall be deemed a reference to the related Section, Annex, Schedule or
Exhibit hereof or hereto, including any such Section, Annex, Schedule or
Exhibit incorporated herein by reference.  1.2Other Definitional
Provisions. (a)  Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when used in the
other Loan Documents or any certificate or other document made or delivered
pursuant hereto or thereto.  (b)As used herein and in
the other Loan Documents, and any certificate or other document made or
delivered pursuant hereto or thereto, (i) accounting terms relating to
Borrower or any of its Subsidiaries not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP, (ii) the
words include, includes and including shall be deemed to be followed by
the phrase without limitation, (iii) the word incur shall be construed
to mean incur, create, issue, assume, become liable in respect of or suffer to
exist (and the words incurred and incurrence shall have correlative
meanings), (iv) the words asset and property shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, Capital Stock, securities, revenues,
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 or Contractual Obligations as amended,
supplemented, restated or otherwise modified from time to time.


[Second Amended
and Restated Senior Credit Agreement]  (c)The words hereof, herein
and hereunder and words of similar import, when used in this Agreement, shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Schedule and Exhibit references are to this Agreement
unless otherwise specified.  (d)The meanings given to
terms defined herein shall be equally applicable to both the singular and
plural forms of such terms.  Section 2.Amount and
Terms of Commitments.  2.1[Intentionally
Omitted]  2.2Letters of Credit.  (a)Letter of Credit
Commitment.  (i)Subject
to the terms and conditions hereof, the Letter of Credit Issuer agrees to issue
Letters of Credit for the account of Borrower.  (ii)The
Letter of Credit Issuer shall not be required to issue any Letter of Credit,
if:  (A) the expiry date of such
Letter of Credit would occur later than twelve (12) months after the date of
issuance (provided that such Letter of Credit may provide for the renewal
thereof for additional one-year periods provided that the expiry date of any
renewal shall not be later than the last day of the Letter of Credit
Availability Period) or the last day of the Letter of Credit Availability
Period, (B) a Default or an Event of Default shall have occurred and be
continuing or (C) after giving effect to such issuance, the Letter of Credit
Exposure would exceed the Letter of Credit Commitment or the Total Aggregate
Exposure would exceed the Total Revolving Commitments.  (iii)The Letter of Credit Issuer shall be under no
obligation to issue any Letter of Credit if: 
(A) any order, judgment or decree of any Governmental Authority or
arbitrator shall by its terms purport to enjoin or restrain the Letter of
Credit Issuer from issuing, or Borrower from requesting, such Letter of Credit,
or any Requirement of Law applicable to the Letter of Credit Issuer or any request
or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the Letter of Credit Issuer or Borrower (as
the case may be) shall prohibit, or request that the Letter of Credit Issuer or
Borrower refrain from, the issuance or requesting the issuance of letters of
credit generally or such Letter of Credit in particular and (B) such
Letter of Credit is to be denominated in a currency other than Dollars.  (iv)Each
Lender shall and does hereby participate ratably with the Letter of Credit
Issuer in each Letter of Credit issued and outstanding hereunder to the extent
of its Revolving Percentage, and shall share in all rights and obligations
resulting therefrom, including, without limitation:  (i) the right to receive from
Administrative Agent its Revolving Percentage of any reimbursement of the
amount of each draft drawn under each Letter of Credit, including any interest
payable with respect thereto; (ii) the right to receive from
Administrative Agent its Revolving Percentage of the Letter of  2


Credit
fee pursuant to Section 2.6 hereof; (iii) the right to receive
from Administrative Agent its additional costs, if any, pursuant to Section 2.13
hereof; and (iv) the obligation to pay the beneficiary of any Letter of
Credit its Revolving Percentage of such Letter of Credit upon proper
presentation to the Letter of Credit Issuer by promptly delivering to
Administrative Agent when it receives notice of any payment by Administrative
Agent or the Letter of Credit Issuer to any beneficiary of any Letter of Credit
in immediately available funds, its Revolving Percentage thereof.  (b)Issuance of Letters
of Credit.  (i)The
Borrower may request the issuance of a Letter of Credit by delivering to the
Letter of Credit Issuer not later than at least one (1) Business Day prior to
the proposed issuance date thereof, a Letter of Credit Application together
with the following information in form and detail reasonably satisfactory to
Letter of Credit Issuer:  (A) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof (which shall not be less than
$500,000); (C) the expiry date thereof; (D) the name and address of
the beneficiary thereof; (E) the documents to be presented by such
beneficiary in case of any drawing thereunder; and (F) the full text of
any certificate to be presented by such beneficiary in case of any drawing
thereunder. Additionally, the Borrower shall furnish to the Letter of Credit
Issuer such other documents and information pertaining to such requested Letter
of Credit issuance as the Letter of Credit Issuer may reasonably require. The
Letter of Credit Issuer shall furnish a copy of such Letter of Credit to the
Borrower promptly following the issuance thereof.  (ii)The
Borrower agrees to pay or reimburse the Letter of Credit Issuer for all its
normal and customary out-of-pocket costs and expenses incurred in connection
with the issuance or proposed issuance of each Letter of Credit, including the
reasonable fees and disbursements of counsel to the Letter of Credit Issuer.  (c)Drawings and
Reimbursements. Upon receipt from the beneficiary of any Letter of Credit
of any notice of a drawing under such Letter of Credit, the Letter of Credit
Issuer shall notify Borrower thereof. If the Letter of Credit Issuer shall make
any payment pursuant to a Letter of Credit, Borrower shall reimburse the Letter
of Credit Issuer in an amount equal to the amount of such payment (i) if the
Borrower receives notice of such payment prior to 12:00 noon New York time on
any Business day, no later than 5:00 p.m. New York time on such Business Day
and (ii) if the Borrower receives notice of such payment at or after 12:00 noon
New York time on any Business Day, no later than 12:00 noon New York time on
the immediately following Business Day.  (d)Obligations Absolute.
The obligation of Borrower to reimburse the Letter of Credit Issuer for each
drawing under each Letter of Credit shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:  (i)any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;  3


(ii)the
existence of any claim, counterclaim, set-off, defense or other right that
Borrower may have at any time against any beneficiary or any transferee of such
Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), Administrative Agent, any Lender, Letter of Credit
Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement
or instrument relating thereto, or any unrelated transaction;  (iii)any draft, demand, certificate or other
document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit;  (iv)any
payment by the Letter of Credit Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the
terms of such Letter of Credit; or any payment made by the Letter of Credit
Issuer under such Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors rights
generally.  (v)any
other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute
a defense available to, or a discharge of, Borrower.  (e)Role of Letter of
Credit Issuer. Borrower agrees that, in paying any drawing under a Letter
of Credit, neither the Letter of Credit Issuer, Administrative Agent nor
Lenders shall have any responsibility to obtain any document (other than any
sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document. None of the Letter of Credit Issuer, Administrative Agent or any
Lender nor any of the respective correspondents, participants or assignees of
the Letter of Credit Issuer, Administrative Agent or any Lender shall be liable
to Borrower for:  (i) any action
taken or omitted in connection herewith at the request or with the approval of
Borrower in the absence of gross negligence or willful misconduct of the Letter
of Credit Issuer, Administrative Agent or any Lender; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct of
the Letter of Credit Issuer, Administrative Agent or any Lender; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit . Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude Borrower
pursuing such rights and remedies as they may have against the beneficiary or
transferee at law or under any other agreement. None of the Letter of Credit
Issuer, Administrative Agent or any Lender nor any of the respective
correspondents, participants or assignees of the Letter of Credit Issuer,  4


Administrative Agent or any Lender, shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.2(d) except due to or resulting from the gross negligence
or willful misconduct of the Letter of Credit Issuer, Administrative Agent or
any Lender. In furtherance and not in limitation of the foregoing, the Letter
of Credit Issuer, Administrative Agent or any Lender may accept documents that
appear on their face to be in order, without responsibility for further
investigation, and neither the Letter of Credit Issuer, Administrative Agent
nor any Lender shall be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.  (f)Cash Collateral.
Upon the request of Letter of Credit Issuer if, (A) as of the Letter of Credit
Expiration Date or (B) as of the date the Revolving Commitments are terminated
pursuant to Section 8 hereof, any Letter of Credit for any reason remains
outstanding and partially or wholly undrawn, Borrower shall immediately Cash
Collateralize the then-outstanding amount of the Letter of Credit Exposure.  For purposes of this Section 2.2(f),
Cash Collateralize means to pledge
and deposit with or deliver to Letter of Credit Issuer, as collateral for the
Letter of Credit Exposure, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to Letter of Credit Issuer to
be held by Letter of Credit Issuer. Borrower hereby grants to Letter of Credit
Issuer, for the benefit of itself and each the Lender, a security interest in
all such cash, deposit accounts and all balances in such collateral accounts
and all proceeds of the foregoing. Cash collateral shall be maintained in
blocked accounts at the Letter of Credit Issuer. If at any time, no Letter of
Credit remains outstanding or the Letter of Credit Exposure shall have been
reduced to zero, the Letter of Credit Issuer shall promptly return all cash
collateral, together with investment earnings thereon, to the Borrower, and the
Letter of Credit Issuer shall thereafter promptly release and terminate all of
its security interests therein.  2.3Swing Line Loans;
Swing Line Commitment. (a)  During the Revolving Commitment
Period, subject to the terms and conditions hereof, the Swing Line Lender
hereby agrees to make Swing Line Loans to the Borrower in the 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 no event shall the Total
Revolving Extensions of Creditexceed
the Total Revolving Commitments. Amounts borrowed pursuant to this
Section 2.3 which are repaid may be reborrowed during the Revolving
Commitment Period. The Swing Line Loans may only be ABR Loans.  (b)(i)Swing Line Loans shall be made in an amount
not less than $500,000.  (ii)Whenever
the Borrower desires that the Swing Line Lender make a Swing Line Loan, the
Borrower shall deliver to the Administrative Agent a Notice of Borrowing no
later than 12:00 p.m. (New York City time) on the date the Borrower
requests in such Notice of Borrowing for the Swing Line Loan to be available. A
Notice of Borrowing delivered under this Section 2.3(b)(ii) shall constitute a Notice
of Borrowing under Section 2.5 for a LIBOR Loan (unless otherwise
specified by the  5


Borrower),
with a Borrowing Date occurring on the date that is three Business Days after
the date of such Notice of Borrowing, in a principal amount equal to the Swing
Line Loan requested with an Interest Period of three months (or such other
Interest Period specified in such Notice of Borrowing) commencing three
Business Days after the date the Swing Line Lender makes the Swing Line Loan
available. The Administrative Agent and each Lender shall comply with their
respective obligations under Section 2.5 in respect of such LIBOR Loan and the
proceeds of such LIBOR Loan shall be applied by the Administrative Agent to
repay the Swing Line Loan in full.  (iii)The Swing Line Lender shall make the amount
of its Swing Line Loan available to the Administrative Agent not later than
2:00 p.m. (New York City time) on the applicable Borrowing Date by wire
transfer of same day funds in Dollars at Administrative Agents Principal
Office. Except as provided herein, upon satisfaction or waiver of the
conditions precedent specified herein, the Administrative Agent shall make the
proceeds of such Swing Line Loans available to Borrower on the same date by
causing an amount of same day funds in Dollars equal to the proceeds of such
Swing Line Loans received by the Administrative Agent from the Swing Line
Lender to be credited to such account as may be designated in writing to the
Administrative Agent by the Borrower.  (iv)Notwithstanding
anything contained herein to the contrary, (1) each Lenders obligation to
make Revolving Loans for the purpose of repaying any Swing Line Loan shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any set-off, counterclaim, recoupment, defense or other
right that such Lender may have against the Swing Line Lender, any Loan Party
or any other Person for any reason whatsoever; (B) the occurrence or
continuation of a Default or Event of Default; (C) any adverse change in
the business, operations, properties, assets, condition (financial or
otherwise) or prospects of any Loan Party; (D) any breach of this
Agreement or any other Loan Document by any party thereto; or (E) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing; provided that, such obligations of each Lender are subject to
the condition that the Swing Line Lender believed in good faith that all
conditions under Section 5.2 to the making of such Swing Line Loan, were
satisfied at the time such Swing Line Loan was made, or the satisfaction of any
such condition not satisfied had been waived by the Required Lenders prior to
or at the time such Swing Line Loan was made; and (2) the Swing Line
Lender shall not be obligated to make any Swing Line Loans if it has elected
not to do so after the occurrence and during the continuation of a Default or
Event of Default, or (B) at a time when a Lender has defaulted in its
obligations under Section 2.5 hereof unless the Swing Line Lender has
entered into arrangements satisfactory to it and the Borrower to eliminate the
Swing Line Lenders risk with respect to the defaulting Lenders participation
in such Swing Ling Loan, including by cash collateralizing such defaulting
Lenders pro rata share of the outstanding Swing Line Loans.  (v)Swing
Line Loans may only be borrowed by the Borrower for the purpose set forth in
Section 2.4(b)(y) hereof.  6


2.4Revolving
Commitments. (a)  Subject to the terms and conditions hereof,
each Lender severally agrees to make revolving credit loans (Revolving Loans) to the Borrower from time
to time during the Revolving Commitment Period in an aggregate principal amount
at any one time outstanding which does not exceed the amount of such Lenders
Revolving Commitment. During the Revolving Commitment Period the Borrower may
use the Revolving Commitments by borrowing, prepaying the Revolving Loans in
whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Loans may from time to time be LIBOR Loans or
ABR Loans, as provided herein.  (b)Revolving Loans may be
borrowed by the Borrower only (x) to repay Swing Line Loans as provided in
Section 2.3(b)(ii) or (y) in connection with its acquisition (or
refinancing the acquisition) of Eligible Equipment or the refinancing of
Returned Equipment (to the extent of any previous reduction in the Borrowing
Base Value of such Returned Equipment pursuant to the proviso to
Section 3.2(h)) and, in either case, the Revolving Loans made in respect
thereof shall not exceed (i) 100% of the Purchase Price or Appraisal Value
therefor from the Effective Date to the date of the first mandatory prepayment
pursuant to Section 2.9(a) occurring after the Effective Date; and
(ii) thereafter, the Advance Rate therefor.  (c)The Borrower shall
repay all outstanding Revolving Loans on the Maturity Date.  2.5Procedure for
Revolving Loan Borrowing. The Borrower may borrow under the Revolving
Commitments during the Revolving Commitment Period on any Business Day, provided
that the Administrative Agent shall have received a Notice of Borrowing prior
to 12:00 Noon, New York City time, three Business Days prior to the
requested Borrowing Date, in the case of LIBOR Loans, or two Business Days
prior to the requested Borrowing Date, in the case of ABR Loans (such Notice of
Borrowing may be accompanied by a Notice of Conversion under Section
2.10(a)(ii)). Each borrowing under the Revolving Commitments shall be in an
amount equal to not less than $500,000. Upon receipt of any such notice from
the Borrower, the Administrative Agent shall promptly notify each Lender
thereof. Each Lender will make the amount of its pro  rata share
of each borrowing available to the Administrative Agent for the account of the
Borrower at the Funding Office prior to 12:00 Noon, New York City time, on
the Borrowing Date requested by the Borrower in funds immediately available to
the Administrative Agent. Such borrowing will then be made available to the
Borrower by the Administrative Agent crediting the account of the Borrower on
the books of such office with the aggregate of the amounts made available to
the Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent. The Borrower may, by notice given to the Administrative
Agent (which notice may be given by telecopy or by email attaching a copy of a
notice as a printable file) not later than 4:00 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 to the initially requested
Borrowing Date shall be deposited in the Restricted Account, (ii) subject
to the terms and conditions hereof, such amounts will be made available to the
Borrower by the Administrative Agent on any day during such five Business Day
period upon notice from the Borrower given to the Administrative Agent (which
notice may be given by telecopy or by email attaching a copy of a notice as a
printable file) not later than 10:00 a.m., New York City time, on the date
requested, (iii) interest on such Loan shall accrue commencing on the
initially requested Borrowing Date and (iv) if the  7


Borrower fails to borrow such amounts by the end of
business on the fifth Business Day after the originally requested Borrowing
Date, the Administrative Agent shall return such amounts to the respective
Lenders on the next Business Day and the Borrower shall pay to the
Administrative Agent, for distribution to the Lenders, interest on such funds
at LIBOR Rate or the ABR Rate, as applicable, plus the Applicable Margin (less
any amounts earned with respect to such funds by the Administrative Agent
pursuant to Section 6(a)(iii) of the Guarantee and Collateral Agreement)
together with amounts payable under Section 2.15, if any.  2.6Commitment Fees, etc.
(a)  The Borrower agrees to pay to the Administrative Agent for
account of each Lender a commitment fee for the period 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 Total Revolving Commitments shall have
been reduced to zero or otherwise terminated), computed at the Commitment Fee
Rate on the average daily amount of the Available Revolving Commitment of such
Lender during the period for which payment is made, payable on each quarterly
Interest Payment Date specified in clause (a)(i) in the definition thereof and
on the Maturity Date (or, if earlier, the date the Revolving Loans shall have
been paid in full and the Total Revolving Commitments shall have been reduced
to zero or otherwise terminated), commencing on the first of such dates to
occur after the date hereof.  (b)The Borrower agrees to
pay to the Administrative Agent for account of the Lenders a letter of credit
fee for the period from and including the Effective Date to the Letter of
Credit Expiration Date (or, if earlier, the date the Letter of Credit
Commitment shall be reduced to zero and the Letter of Credit Exposure shall
have been reduced to zero, paid in full or otherwise terminated), computed at
the Letter of Credit Fee Rate on the average daily amount of the Letter of
Credit Exposure during the period for which payment is made, payable on each
quarterly Interest Payment Date specified in clause (a)(i) in the definition
thereof and on the Letter of Credit Expiration Date (or, if earlier, the date
the Letter of Credit Commitment shall be reduced to zero and the Letter of
Credit Exposure shall have been reduced to zero, paid in full or otherwise
terminated), commencing on the first of such dates to occur after the Effective
Date. In addition, the Borrower agrees to pay to the Letter of Credit Issuer
for its own account (and not for the account of the Lenders) a letter of credit
fronting fee for the period from and including the Effective Date to the Letter
of Credit Expiration Date (or, if earlier, the date the Letter of Credit
Commitment shall be reduced to zero and the Letter of Credit Exposure shall
have been reduced to zero, paid in full or otherwise terminated), computed at
the Letter of Credit Fronting Fee Rate on the average daily amount of the
Letter of Credit Exposure during the period for which payment is made, payable
on each quarterly Interest Payment Date specified in clause (a)(i) in the
definition thereof and on the Letter of Credit Expiration Date (or, if earlier,
the date the Letter of Credit Commitment shall be reduced to zero and the
Letter of Credit Exposure shall have been reduced to zero, paid in full or
otherwise terminated), commencing on the first of such dates to occur after the
Effective Date.  (c)The Borrower agrees to
pay to CALYON New York Branch the fees in the amounts and on the dates
specified in the Fee Letter.  2.7Termination or
Reduction of Revolving Commitments. The Borrower shall have the right, upon
not less than three Business Days notice to the Administrative Agent, to
terminate the Total Revolving Commitments or, from time to time, to reduce the
amount of the  8


Total Revolving Commitments, the Letter of Credit
Commitment or the Swing Line Commitment; provided that no such
termination or reduction shall be permitted if, after giving effect thereto and
to any prepayments of the Revolving Loans and/or the Swing Line Loans made on
the effective date thereof, the aggregate outstanding amount of Loans would
exceed the Total Revolving Commitments, the aggregate outstanding amount of the
Swing Line Loans would exceed the Swing Line Commitment or the Letter of Credit
Exposure would exceed the Letter of Credit Commitment, as applicable. Any such
reduction shall be in an amount equal to $1,000,000, or a whole multiple
thereof, and shall reduce permanently the Revolving Commitments, the Letter of
Credit Commitment and/or the Swing Line Commitment, as applicable, then in
effect on a pro-rata basis.  2.8Optional Prepayments.
The Borrower may at any time and from time to time prepay the Loans, in whole
or in part, without premium or penalty, upon revocable notice delivered to the
Administrative Agent at least three Business Days prior thereto, in which
notice shall specify the date and amount of prepayment; provided, that
if a LIBOR Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower shall also pay any amounts owing
pursuant to Section 2.15. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to such
date on the amount prepaid, provided, however, that if the
Borrower shall notify the Administrative Agent on or prior to 4:00 p.m.,
New York City time, on the date specified for the prepayment that the Borrower
has revoked its election to prepay, the Borrower shall not be required to make
such prepayment, provided, further,
that if such notice with respect to any LIBOR Loan is delivered to the
Administrative Agent less than three Business Days prior to the date specified
for prepayment, the Borrower shall pay to the Administrative Agent on demand
any amounts payable under Section 2.15. For the avoidance of doubt if,
with respect to a LIBOR Loan, such notice is delivered to the Administrative
Agent less than three Business Days prior to the date specified for prepayment,
LIBOR for such amount not prepaid for the remaining portion of the Interest
Period commencing on the date of scheduled prepayment shall be the amount the
Administrative Agent shall reasonably determine, in consultation with the
Lenders, as the rate which compensates the Lenders for their cost of funding
for such period. Partial prepayments of Revolving Loans shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof.  2.9Mandatory
Prepayments and Commitment Reductions. (a)  If, as at any Report
Date, the Total Aggregate Exposure exceeds the Borrowing Base as at such date,
the Borrower shall on the last day of the Interest Period including such Report
Date prepay the Revolving Loans in such amount as shall allow the Total
Aggregate Exposure not to exceed the Borrowing Base.  (b)All proceeds received
with respect to the Key Man Insurance shall be deposited in the Restricted
Account and, on the earlier of the last day of the Interest Period during which
such proceeds were received or, at the election of the Borrower, on a date
specified by the Borrower by notice delivered to the Administrative Agent at
least three Business Days prior to such date, such proceeds shall be applied
(together with interest accrued thereon pursuant to Section 6(a)(iii) of the
Guarantee and Collateral Agreement), to the prepayment of  9


the Revolving Loans. Any prepayment of the Revolving
Loans pursuant to this Section 2.9(b) shall permanently reduce the Total
Revolving Commitments by the amount of such prepayment.  (c)All Net Cash Proceeds
received from any Recovery Event shall be deposited in the Restricted Account
and, on the earlier of the last day of the Interest Period during which such
Net Cash Proceeds were received or, at the election of the Borrower, on a date
specified by the Borrower by notice delivered to the Administrative Agent at
least three Business Days prior to such date, shall be applied (together with
interest accrued thereon pursuant to Section 6(a)(iii) of the Guarantee and
Collateral Agreement) to the prepayment of the Revolving Loans; provided, that,
notwithstanding the foregoing, any such prepayment may be deferred until the
aggregate Net Cash Proceeds of Recovery Events theretofore received (and as to
which no prepayment has been made) exceeds $250,000.  (d)If, as at any date on
which the Borrowing Base Value of an Aircraft Asset is reduced pursuant to the
proviso to Section 3.2(h), the Total Aggregate Exposure exceeds the Borrowing
Base as at such date, the Borrower shall, within five Business Days of such
date deposit in the Restricted Account an amount equal to the difference
between the Borrowing Base Value as of such date and the Total Aggregate Exposure
at that date and, on the earlier of the last day of the Interest Period during
which such deposit was made or, at the election of the Borrower, on a date
specified by the Borrower by notice delivered to the Administrative Agent at
least three Business Days prior to such date, shall be applied (together with
interest accrued thereon pursuant to Section 6(a)(iii) of the Guarantee and
Collateral Agreement) to the prepayment of the Revolving Loans.  (e)Each prepayment of the
Loans under this 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 of such 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 a date other than the last day of an Interest Period,
but without premium or penalty.  2.10Conversion Options;
Continuation; Interest Rates and Payment Dates.  (a)Conversion
Options; Continuation.  (i)The
Borrower may elect from time to time to convert a Loan from a LIBOR Loan to an
ABR Loan by giving the Administrative Agent at least three Business Days prior
irrevocable notice of such election.  (ii)The
Borrower may elect from time to time to convert a Loan (other than a Swing Line
Loan) from an ABR Loan to a LIBOR Loan by giving the Administrative Agent at
least three Business Days prior irrevocable notice of such election (a Notice
of Conversion). Upon receipt of any such irrevocable notice the Administrative
Agent shall promptly notify each relevant Lender thereof.  (iii)The Borrower may continue any LIBOR Loan as
such upon the expiration of the then current Interest Period with respect
thereto (the Existing Interest Period) by giving irrevocable notice to the
Administrative Agent at least three Business Days prior to the expiration of
the Existing Interest Period, which notice shall specify the  10


next
Interest Period for such LIBOR Loan, provided, that if the Borrower does not
provide the Administrative Agent with the notice described in this paragraph,
upon the expiration of the Existing Interest Period, such LIBOR Loan shall
automatically continue as a LIBOR Loan and shall have an Interest Period of
three months.  (b)Interest Rates and
Payment Dates.  (i)Each
LIBOR Loan shall bear interest for each day during each Interest Period with
respect thereto at a rate per annum equal to the LIBOR Rate determined for such
day plus the Applicable Margin. Each ABR Loan shall bear interest at a rate per
annum equal to the ABR in effect from time to time plus the Applicable Margin.  (ii)(x) If
all or a portion of the principal amount of any Loan shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to in the case of the
Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this Section plus 2% and (y) if all or a
portion of any interest payable on any Loan or any commitment fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to the Loans plus
2%, in each case, with respect to clauses (x) and (y) above, from the date
of such non-payment until such amount is paid in full (as well after as before
judgment).  (c)Interest
shall be payable in arrears on (i) each Interest Payment Date and (ii) the
date of any repayment or prepayment made in respect of the principal amount of
any LIBOR Loan; provided that interest accruing pursuant to
paragraph (b)(ii) of this Section shall be payable from time to time on
demand.  2.11Computation of
Interest and Fees. (a)  Interest and fees payable pursuant hereto
shall be calculated on the basis of a 360-day year for the actual days elapsed,
except that, with respect to ABR Loans the rate of interest on which is
calculated on the basis of the Prime Rate, the interest thereon shall be
calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed. The Administrative Agent shall promptly notify the
Borrower and the relevant Lenders of each determination of a LIBOR Rate. Any
change in the interest rate on a Loan resulting from a change in the ABR shall
become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable notify
the Borrower and the relevant Lenders of the effective date and the amount of
each such change in interest rate.  (b)Each determination of
an interest rate by the Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on the Borrower and the Lenders in
the absence of manifest error. The Administrative Agent shall, at the request
of the Borrower, deliver to the Borrower a statement showing the quotations
used by the Administrative Agent in determining any interest rate pursuant to Section 2.11(a).  11


2.12Pro Rata Treatment and
Payments. (a)  Each payment by the Borrower on account of any
commitment fee and any reduction of the Commitments of the Lenders shall be
made to the Administrative Agent and the Administrative Agent shall distribute
such payments to the Lenders pro rataaccording
to their respective Revolving Percentage.  (b)[Intentionally
Omitted]  (c)Each payment (including
each prepayment) by the Borrower on account of principal of and interest on the
Revolving Loans shall be made to the Administrative Agent and the
Administrative Agent shall distribute such payments to the Lenders pro  rata
according to the respective outstanding principal amounts of the Revolving
Loans then held by the Lenders.  (d)Except for
reimbursement of payments in respect of Letters of Credit, 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 and shall be made prior to 12:00 Noon, New York City time,
on the due date thereof to the Administrative Agent, for the account of the
Lenders, at the Funding Office, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to the Lenders promptly
upon receipt in like funds as received. If any payment hereunder becomes due
and payable on a day other than a Business Day, such payment shall be extended
to the next succeeding Business Day unless the result of such extension would
be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding sentence,
interest thereon shall be payable at the then applicable rate during such
extension.  (e)Unless the
Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its
share of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for the period until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the Administrative Agent submitted to any Lender with respect
to any amounts owing under this paragraph shall be conclusive in the absence of
manifest error.  (f)Unless the
Administrative Agent shall have been notified in writing by the Borrower prior
to the date of any payment due to be made by the Borrower hereunder that the
Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro  rata
shares of a corresponding amount. If such payment is not made to the
Administrative Agent by the Borrower within three Business Days after such due
date, the Administrative Agent shall be entitled to recover, on demand, from
each Lender to which any  12


amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate. Nothing herein shall
be deemed to limit the rights of the Administrative Agent or any Lender against
the Borrower.  2.13Requirements of Law.
(a)  If the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof or compliance by any Lender or the
Letter of Credit Issuer with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:  (i)shall
subject any Lender or the Letter of Credit Issuer to any Tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit or any LIBOR
Loan made by it, or change the basis of taxation of payments to such Lender or
Letter of Credit Issuer in respect thereof (except for Non-Excluded Taxes
covered by Section 2.14 and changes in the rate of tax on the overall net
income of such Lender or Letter of Credit Issuer);  (ii)shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against 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 of funds by, any office of such Lender or the Letter of Credit
Issuer; or  (iii)shall impose on such Lender or Letter of
Credit Issuer any other condition;  and the result of any of the foregoing is to
increase the cost to such Lender or Letter of Credit Issuer, by an amount that
it deems to be material, of making, continuing or maintaining Letters of Credit
or making, converting into, continuing or maintaining LIBOR Loans, or to reduce
any amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender or Letter of Credit Issuer, as the case
may be, upon its demand, any additional amounts necessary to compensate such
Lender or Letter of Credit Issuer for such increased cost or reduced amount
receivable. If any Lender or Letter of Credit Issuer becomes entitled to claim
any additional amounts pursuant to this paragraph, it shall promptly notify the
Borrower (with a copy to the Administrative Agent) (which notice shall be
accompanied by a certificate setting forth the basis for such demand and a
calculation of the amount thereof but not including any matters which that
Lender or Letter of Credit Issuer regards as confidential in relation to its
funding arrangements) of the event by reason of which it has become so
entitled.  (b)If any Lender or Letter
of Credit Issuer shall have determined that the adoption of or any change in
any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof (including the implementation of regulations in respect of
the capital adequacy regime commonly known as Basle II) or compliance by
it or any corporation controlling it with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on its or such corporations capital as a consequence of its
obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance
(taking into  13


consideration its or such corporations policies with
respect to capital adequacy) by an amount deemed by such Lender to be material,
then from time to time, after submission by such Lender or Letter of Credit
Issuer to the Borrower (with a copy to the Administrative Agent) of a written
request therefor (which request shall be accompanied by a certificate setting
forth the basis for such demand and a calculation of the amount thereof but not
including any matters which that Lender or Letter of Credit Issuer regards as
confidential in relation to its funding arrangements), the Borrower shall pay
to such Lender or Letter of Credit Issuer such additional amount or amounts as
will compensate such Lender or such corporation for such reduction.  (c)A certificate as to any
additional amounts payable pursuant to this Section submitted by any Lender or
Letter of Credit Issuer to the Borrower (with a copy to the Administrative
Agent) shall be conclusive in the absence of manifest error. The obligations of
the Borrower pursuant to this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.  (d)Notwithstanding the
foregoing, the Borrower shall not be required to compensate a Lender or Letter
of Credit Issuer pursuant to this Section 2.13 for (i) any amounts
incurred more than six months prior to the date that such Lender or Letter of
Credit Issuer notifies the Borrower of such Lenders or Letter of Credit Issuers
intention to claim compensation therefor; and provided further that, if the
circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive
effect or (ii) any amounts incurred by such Lender or Letter of Credit
Issuer as a result of a decline in its credit rating.  2.14Taxes. (a)  All
payments made by the Borrower under this Agreement shall be made free and clear
of, and without deduction or withholding for or on account of, any Taxes, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income, net receipts, capital, franchise,
net worth, or other similar doing business Taxes imposed on the
Administrative Agent, Letter of Credit Issuer or any Lender as a result of a
present or former connection between the Administrative Agent, Letter of Credit
Issuer or such Lender and the jurisdiction of the Governmental Authority
imposing such Tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from the Administrative
Agent, Letter of Credit Issuer or such Lender having executed, delivered or
performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document). If any such non-excluded Taxes, (Non-Excluded Taxes) or Other Taxes are
required to be withheld from any amounts payable to the Administrative Agent,
Letter or Credit Issuer or any Lender hereunder, the amounts so payable to the
Administrative Agent, Letter or Credit Issuer or such Lender shall be increased
to the extent necessary to yield to the Administrative Agent, Letter or Credit
Issuer or such Lender (after payment of all Non-Excluded Taxes and Other Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement, provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender or Letter of Credit Issuer with respect to any Non-Excluded Taxes
(i) to the extent imposed as a result of such Lenders or Letter of Credit
Issuers failure to comply with the requirements of paragraph (d) or (e)
of this Section 2.14 or (ii) that are United States withholding Taxes
imposed on amounts payable to such Lender or Letter of Credit Issuer at the
time such Lender or Letter of Credit Issuer becomes a party to this Agreement,
except to the extent that such Lenders or Letter  14


of Credit Issuers assignor (if any) was entitled, at
the time of assignment, to receive additional amounts from the Borrower with
respect to such Non-Excluded Taxes pursuant to this paragraph.  (b)In addition, the
Borrower shall pay any and all Other Taxes to the relevant Governmental
Authority in accordance with applicable law, and shall indemnify the
Administrative Agent, Letter of Credit Issuer and Lenders, on demand for any
failure to do so.  (c)Whenever any
Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as
possible thereafter the Borrower shall send to the Administrative Agent for its
own account or for the account of the relevant Lender or Letter of Credit
Issuer, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof, if any, or other evidence of
payment reasonably acceptable to such Person. If the Borrower fails to pay any
Non-Excluded Taxes or Other Taxes when due to the appropriate Governmental
Authority or fails to remit to the Administrative Agent the required receipts
or other required documentary evidence, the Borrower shall indemnify the
Administrative Agent, Letter of Credit Issuer and the Lenders on demand for any
incremental Taxes, interest or penalties that may become payable by the
Administrative Agent or the Lenders as a result of any such failure.  (d)Each Lender (or
Transferee) or Letter of Credit Issuer that is not a U.S. Person as defined
in Section 7701(a)(30) of the Code (respectively, a Non-U.S. Lender or Non-U.S. Letter of Credit Issuer) shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies 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 or Non-U.S. Letter of Credit Issuer claiming exemption from
U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code
with respect to payments of portfolio interest, a statement substantially in
the form of Exhibit H and a Form W-8BEN, or any subsequent versions
thereof or successors thereto, properly completed and duly executed by such
Non-U.S. Lender or Non-U.S. Letter of Credit Issuer claiming complete exemption
from, or a reduced rate of, U.S. federal withholding Tax on all 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 the
case of any Participant, on or before the date such Participant purchases the
related participation). In addition, each Non-U.S. Lender or Non-U.S. Letter of
Credit Issuer shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender or Non-U.S.
Letter of Credit Issuer. Each Non-U.S. Lender or Non-U.S. Letter of Credit
Issuer shall promptly notify the Borrower at any time it determines that it is
no longer in a position to provide any previously delivered certificate to the
Borrower (or any other form of certification adopted by the U.S. Governmental
Authorities for such purpose). Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender or Non-U.S. Letter of Credit Issuer shall not be
required to deliver any form pursuant to this paragraph that such Non-U.S.
Lender or Non-U.S. Letter of Credit Issuer is not legally able to deliver.  (e)At the reasonable
request of the Borrower, each Lender or Letter of Credit Issuer that is
entitled to an exemption from or reduction of non-U.S. withholding Tax under
the law of any jurisdiction (other than the United States), or any treaty to
which such jurisdiction is a party with respect to payments under this
Agreement shall deliver to the Borrower (with a copy  15


to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such properly
completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate, provided
that such Lender or Letter of Credit Issuer is legally entitled to complete,
execute and deliver such documentation and in such Lenders or Letter of Credit
Issuers sole judgment such completion, execution or submission would not
prejudice the legal position of such Lender or Letter of Credit Issuer,
including its lending office(s), or cause such Lender or Letter of Credit
Issuer or its lending office(s) to suffer any economic, legal, or regulatory
disadvantage.  (f)If a Lender or Letter
of Credit Issuer actually receives a permanent benefit of a Tax credit or
refund which the Borrower has paid or reimbursed such Person pursuant to this
Section 2.14 or if a Lender or Letter of Credit Issuer actually realizes
an allowance of or deduction in Taxes as a result of any amount or additional
amount paid by the Borrower pursuant to this Section 2.14, such Person
shall pay to the Borrower such refund or the amount of such reduction in Taxes,
but only to the extent of the amounts paid by the Borrower pursuant to this
Section 2.14 with respect to the Taxes, provided, however,
(x) no Lender or Letter of Credit Issuer shall be obliged to disclose to
the Borrower or any other Person information regarding its tax affairs or
computations, or tax books or records, (y) the Borrower hereby
acknowledges that the order and manner in which a Lender or Letter of Credit Issuer
claims credits, refunds, allowances, and deductions available to it is a matter
which will be determined in accordance with such Persons taxation and
accounting policies and practices and that any credits, refunds, allowances or
deductions resulting from amounts or additional amounts paid pursuant to this
Section 2.14 shall not receive any preferential treatments, and
(z) no Lender or Letter of Credit Issuer shall be required to take any
action which in its reasonable opinion would or may prejudice its ability to
benefit from any other refund, credit, allowance or deduction to which it may
be entitled.  (g)Where the Borrower has
an obligation to indemnify or reimburse the Administrative Agent, Letter of
Credit Issuer or a Lender for a Tax under this Section 2.14, the
calculation of the amount payable by way of indemnity or reimbursement shall be
based upon the Tax treatment in the hands of the Administrative Agent, Letter
of Credit Issuer or such Lender (as determined by such Person acting in good
faith) of the amount payable by way of indemnity or reimbursement and of the
Tax in respect of which the amount is payable so as to leave the Administrative
Agent, Letter of Credit Issuer or Lender, as the case may be, in the same
after-Tax position it would have been in had the payment made to such Person
not given rise to a liability to Tax.  (h)The agreements in this
Section shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.  2.15Indemnity. The
Borrower agrees to indemnify each Lender for, and to hold each Lender harmless
from, any loss or expense that such Lender may sustain or incur as a
consequence of (a) failure by the Borrower to make a borrowing of LIBOR
Loans after the Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (b) failure by the Borrower to make
any prepayment of Loans after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement, (c)  the making of a
prepayment of LIBOR Loans on a day that is not the last day of an Interest
Period with respect  16


thereto or (d) the conversion of a LIBOR Loan to an
ABR Loan pursuant to Section 2.10(a) on a day that is not the last day of an
Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest that
would have accrued on the amount so prepaid, or not so borrowed, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the 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 date of such failure) in each case at the applicable rate of interest
for such LIBOR Loans provided for herein (excluding, however, the Applicable
Margin included therein, if any) over (ii) the amount of interest
(as reasonably determined by such Lender) that would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the London interbank market. A certificate as to any
amounts payable pursuant to this Section submitted to the Borrower by any
Lender shall be conclusive in the absence of manifest error. This covenant
shall survive the termination of this Agreement and the payment of the Loans
and all other amounts payable hereunder.  2.16Change of Lending
Office. Each Lender agrees that, upon the occurrence of any event giving
rise to the operation of Section 2.13 or 2.14(a) with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event or take such actions as the
Borrower may reasonably request; provided, that no Lender shall be
obligated to take any action that, in the sole judgment of such Lender, would
cause such Lender and its lending office(s) to suffer any economic, legal or
regulatory disadvantage, and provided, further, that nothing in
this Section shall affect or postpone any of the obligations of the Borrower or
the rights of any Lender pursuant to Section 2.13 or 2.14(a).  2.17Replacement of Lenders.
The Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.13 or 2.14(a) or
(b) defaults in its obligation to make Loans 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 time of such replacement, (iii) prior to
any such replacement, such Lender shall have taken no action under
Section 2.16 so as to eliminate the continued need for payment of amounts
owing pursuant to Section 2.13 or 2.14(a), (iv) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (v) the
Borrower shall be liable to such replaced Lender under Section 2.15 if any
Loan owing to such replaced Lender shall be purchased other than on the last
day of the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make
such replacement in accordance with the provisions of Section 10.6
(provided that the Borrower shall be obligated to pay the registration and
processing fee referred to therein), (viii) until such time as such
replacement shall be consummated, the Borrower shall pay all additional amounts
(if any) required pursuant to Section 2.13 or 2.14(a), as the case may be,
and (ix) any such replacement shall not be deemed to be a waiver of any
rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.  17


Section 3.Borrowing
Base.  3.1Borrowing Base. As
at any Report Date, the Total Aggregate Exposure shall not exceed the Borrowing
Base as of such Report Date; provided that, if the Total Aggregate Exposure
exceeds the Borrowing Base on a Report Date, the Loans shall be subject to
prepayment as provided in Section 2.9(a) by such excess amount.  3.2Borrowing Base
Definitions.  (a)Acceptable Accounts Receivables: as at
the Original Closing Date and at any Quarterly Date, the accounts receivables
of the Borrower and its Subsidiaries as at such date calculated in accordance
with GAAP, excluding any such accounts receivables that (i) are more than 60
days past due or (ii) are from Aeropostal.  (b)Appraisal Value: as at the Original
Closing Date and at any Quarterly Date, the current market value (as such
term is defined by the International Society of Transport Aircraft Trading
(ISTAT)) of the Borrowing Base Assets (other than the accounts receivable) as
determined by the Appraiser as of February 28, 2006 with respect to the
Appraisal Value as at the Original Closing 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 any Quarterly
Date shall be calculated utilizing such physical assessments of such assets,
maintenance status of such assets, current trading history and other
methodologies as are consistent with the methodologies utilized to provide the
Baseline Appraisal (provided, that, the appraisal with respect to the June
Quarterly Date shall be a desk-top appraisal and physical assessments of such
assets shall only be performed with respect to the December Quarterly Date) and
shall be presented to the parties in an appraisal addressed to both the
Borrower and the Administrative Agent.  (c)Appraiser: SH&E, Inc., unless
SH&E, Inc. becomes incapable of determining the Appraisal Value with a
degree of care recognized in the industry, in which case, such other nationally
recognized appraiser selected by the Borrower and not objected to by the
Administrative Agent on an unreasonable basis.  (d)Baseline Appraisal: the appraisal
furnished by the Appraiser dated April 24, 2006 and addressed to the Borrower
and the Administrative Agent.  (e)Borrowing Base: as at the Original
Closing Date and at any Quarterly Date, the sum of: (x) the aggregate of
Borrowing Base Values of all Borrowing Base Assets, subject to the Borrowing
Base Constraints, plus (y) the
aggregate amount of sales proceeds from the disposition by the Borrower of
Eligible Equipment and Eligible Inventory effected within six months of any
date of calculation subject to: (i) such proceeds being in the Restricted
Account and (ii) such proceeds not exceeding $20,000,000. The Borrowing Base as
in effect immediately prior to reduction in the Borrowing Base Value for an
Aircraft Asset pursuant to the proviso to Section 3.2(h) shall be reduced by
the amount of such reduction and, on the date such Aircraft Asset ceases to be
an Impaired Aircraft Asset or Lease Default Equipment shall be increased by the
amount of any reduction in the Borrowing Base Value for such Aircraft Asset.  18


(f)Borrowing Base Assets: the following
categories of assets of the Borrower and its Subsidiaries:  (i)Acceptable
Accounts Receivable;  (ii)Eligible
Inventory; and  (iii)Eligible Equipment.  (g)Borrowing Base Constraints: in
determining the Borrowing Base, the following constraints shall be considered:  (i)Eligible
Inventory located at vendors or consignees shall have a Borrowing Base Value of
zero;  (ii)if
the Eligible Equipment consists of any engine in overhaul (but not an engine
sent out for testing preceding any agreement to commence an overhaul or an
engine being overhauled by the Borrower or any of its Subsidiaries by its own
personnel), such engine shall either be excluded as a Borrowing Base Asset or
the estimated cost of the overhaul payable to the overhaul provider shall be
deposited in the Restricted Account (which costs shall be subject to withdrawal
as provided in Section 6(a) of the Guarantee and Collateral Agreement);  (iii)in respect of Eligible Equipment constituting
whole aircraft that are in Advance Category 3, no more than 10% of the
Borrowing Base (exclusive of the component thereof constituting Acceptable
Accounts Receivables) may be attributable to such type of asset;  (iv)in
order for any whole aircraft to be counted as Eligible Equipment (as compared
to inventory constituting Eligible Equipment), such aircraft must either
(i) be subject to an operating lease with a third party (not an Affiliate
of the Borrower) or (ii) if not subject to such an operating lease, become
subject to an operating lease within four months (or, such further period
beyond such four months not to exceed another two months during which such
aircraft is subject to a letter of intent (pursuant to which the prospective
lessee has made a non-refundable deposit (in cash or by letter of credit issued
by a commercial bank) equal to at least one months rent, unless the
Administrative Agent shall otherwise consent, such consent not to be
unreasonably refused) to have it become subject to such an operating lease); if
a whole aircraft constituting Eligible Equipment does not satisfy the foregoing
tests, it will be treated as Eligible Inventory; and  (v)no
more than 50% of the Borrowing Base may be attributable to Eligible Inventory.  (h)Borrowing Base Value as at the
Original Closing Date and at any Quarterly Date: for any Borrowing Base Asset
owned by the Borrower or any of its Subsidiaries, a value determined as
follows:  19


(i)in
the case of Acceptable Accounts Receivables, 50% of the amount thereof;  (ii)in
the case of each item of Eligible Inventory, the percentage of the Appraisal
Value or Certified Value, as the case may be, of such item as specified in
Annex C for the applicable Advance Category of such item;  (iii)in the case of each item of Eligible
Equipment (other than whole aircraft), the percentage of the Appraisal Value or
Certified Value, as the case may be, of such item as specified in Annex C
for the applicable Advance Category of such item; and  (iv)in
the case of each item of Eligible Equipment that is a whole aircraft, the lower
of (x) the percentage of the Appraisal Value or Certified Value, as the
case may be, and (y) the percentage of the acquisition cost, of such item
as specified in Annex C for the applicable Advance Category of such item;  provided,
that (x) in the case of any Aircraft Asset that constitutes Lease Default
Equipment, but only for so long as it remains Lease Default Equipment, the
Borrowing Base Value for such Aircraft Asset shall be:  (1) for the
initial period of ninety days commencing on the date such Aircraft Asset became
Lease Default Equipment, the Borrowing Base Value for such Aircraft Asset shall
be the Borrowing Base Value (the Original
Borrowing Base Value) for such Aircraft Asset as of the Quarterly
Date occurring on or immediately prior to the date such Aircraft Asset became
Lease Default Equipment;  (2) for the 90
day period commencing immediately after the period referred to in
clause (1) above, the Borrowing Base Value for such Aircraft Asset shall
be two-thirds (2/3) of the Original Borrowing Base Value for such Aircraft
Asset;  (3) for the 90
day period commencing immediately after the period referred to in
clause (2) above, the Borrowing Base Value for such Aircraft Asset shall
be one-third (1/3) of the Original Borrowing Base Value for such Aircraft
Asset; and  (4)
thereafter, the Borrowing Base Value for such Eligible 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 Borrowing
Base Value for such Aircraft Asset shall be zero effective as of the
date such Aircraft Asset became an Impaired Aircraft Asset.  In the case of the June and December
Quarterly Dates, the Borrowing Base Value shall be adjusted to reflect any
change in the Eligible Equipment or Eligible Inventory (e.g., sales,  20


acquisitions and change in status) occurring
between the date as of which the Appraisal Values were determined and the
Quarterly Date.  (i)Certified Value of any item of
Eligible Equipment or item of Eligible Inventory: the current market value of
such item certified by the Borrower based on its good faith and best knowledge
assessment of such item based on (i) in respect of non-traded Eligible
Equipment and Eligible Inventory, the most recent Appraisal Value, and the
Borrowers assessment of any changes in valuation based on asset purchases,
sales and trading activity during the quarterly reporting period (ii) in
respect of newly acquired Eligible Equipment and Eligible Inventory, the most
recent Appraisal Value in respect of comparable equipment and the prices paid
by it during such period in respect thereof and (iii) such other factors
as the Borrower may reasonably consider to be relevant.  3.3Borrowing Base
Valuations.  (a)The Borrower shall
deliver a Borrowing Base Report (in substantially the form of Exhibit K hereto,
on the Original Closing Date and not later than 15 days after each Quarterly
Date, which shall calculate the Borrowing Base, (i) in respect of the
Original Closing Date by reference to the Appraisal Value with respect to the
Original Closing Date, (ii) in respect of the Quarterly Dates in June and
December of each year, by reference to the Appraisal Value with respect to such
Quarterly Dates and (iii) in respect of the Quarterly Dates in September and
March of each year, by reference to the Certified Value with respect to such
Quarterly Dates.  (b)The Borrower will
cooperate with the Appraiser in its due diligence associated with determining
any Appraisal Value, and will provide to the Appraiser access to its facilities
to determine the Appraisal Value during normal business hours and without any
material interruption of the Borrowers business operations, as well as, on a
timely basis, all relevant and necessary data required by the Appraiser to
determine the Appraisal Value (including disc sheets, inspection reports and
records, as applicable).  3.4Requests to Add
Additional Equipment Types. The Borrower may from time to time propose the
inclusion of additional types of Aircraft Assets in Annex B and
Annex C. Upon receipt of any such proposal, the Administrative Agent
agrees to negotiate in good faith whether to add such additional types of
Aircraft Assets, the respective Categories such Aircraft Assets would have on
Annex B and the respective Borrowing Base Advance Rates for such Aircraft
Assets in Annex C, it being understood that the inclusion of different
types of Aircraft Assets would require an amendment to this Agreement requiring
the consent of the Lenders pursuant to Section 10.1.  Section 4.Representations
and Warranties. To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans, the Borrower hereby represents and
warrants to the Administrative Agent and each Lender that:  4.1Financial Condition.  (a)[Intentionally
Omitted].  21


(b)The audited
consolidated balance sheet of the Borrower as at December 31, 2006 and the
related consolidated statements of income and of cash flows for the period
April 26, 2006 to December 31, 2006, reported on by and accompanied by an
unqualified report from Price Waterhouse Coopers, present fairly the
consolidated financial condition of the Borrower as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
fiscal year then ended. The unaudited consolidated balance sheet of the
Borrower as at September 30, 2007, and the related unaudited consolidated
statements of income and cash flows for the nine-month period ended on such
date, present fairly the consolidated financial condition of the Borrower as at
such date, and the consolidated results of its operations and its consolidated
cash flows for the nine-month period then ended (subject to normal year-end
audit adjustments). All such financial statements have been prepared in
accordance with GAAP applied consistently throughout the periods involved (except
as approved by the aforementioned firm of accountants and disclosed therein). Neither
the Borrower nor any of its Subsidiaries has any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including any interest rate
or foreign currency swap or exchange transaction or other obligation in respect
of derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph.  4.2No Change. Since
September 30, 2007, there has been no development or event that has had or
could reasonably be expected to have a Material Adverse Effect.  4.3Existence;
Compliance with Law. The Borrower and each of its Subsidiaries (a) is
duly organized, validly existing and (if applicable) in good standing under the
laws of the jurisdiction of its organization, (b) has the 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 in which it is
currently engaged, (c) is duly qualified as a foreign corporation and in
good standing (if applicable) under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business requires
such qualification (except to the extent that the failure to be so qualified
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect) and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.  4.4Power;
Authorization; Enforceable Obligations. The Borrower and each of 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 case of the
Borrower, to obtain extensions of credit hereunder. The Borrower and each of
its Subsidiaries has taken all necessary organizational action to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party and, in the case of the Borrower, to authorize the extensions of credit
on the terms and conditions of this Agreement. No consent or 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 with the Acquisition
and the extensions of credit hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement or any of the Loan
Documents, except (i) consents, authorizations, filings and notices
described in Schedule 4.4, which consents, authorizations, filings and
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 and delivered on behalf of the Borrower and/or each of its
Subsidiaries party  22


thereto. This Agreement constitutes, and each other
Loan Document upon execution will constitute, a legal, valid and binding
obligation of the Borrower and each of its Subsidiaries party thereto,
enforceable against each thereof in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).  4.5No Legal Bar. The
execution, delivery and performance of this Agreement and the other Loan
Documents, the borrowings hereunder and the use of the proceeds thereof will
not violate any Requirement of Law or any Contractual Obligation of Borrower or
any of its Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other
than the Liens created by the Security Documents). No Requirement of Law or
Contractual Obligation applicable to the Borrower or any of its Subsidiaries
could reasonably be expected to have a Material Adverse Effect.  4.6Litigation. No
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against Borrower or any of its Subsidiaries or against any of
their respective properties or revenues (a) with respect to any of the
Loan Documents or any of the transactions contemplated hereby or thereby, or
(b) that could reasonably be expected to have a Material Adverse Effect.  4.7No Default. No
Loan Party is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.  4.8Ownership of
Property; Liens. Schedule 4.8 lists all real property owned or leased
by the Borrower or any of its Subsidiaries.  4.9Intellectual
Property. The Borrower and each of its Subsidiaries owns, or is licensed to
use, all Intellectual Property necessary for the conduct of its business as
currently conducted. No material claim has been asserted and is pending by any
Person challenging or questioning the use of any Intellectual Property or the
validity or effectiveness of any Intellectual Property, nor does the Borrower
know of any valid basis for any such claim. The use of Intellectual Property by
the Borrower and each of its Subsidiaries does not infringe on the rights of
any Person in any material respect.  4.10Taxes. The
Borrower and each of its Subsidiaries has filed or caused to be filed all
Federal, state and other material Tax returns that are required to be filed and
has paid all Taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other Taxes, fees or
other charges imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of the
relevant Loan Party); and, to the knowledge of the Borrower, no Tax lien has
been filed and no claim is being asserted, with respect to any such Tax, fee or
other charge.  23


4.11Federal Regulations.
No part of the proceeds of any Loans, and no other extensions of credit
hereunder, will be used for buying or carrying any margin stock within
the respective meanings of each of the quoted terms under Regulation U as now
and from time to time hereafter in effect or for any purpose that violates the
provisions of the Regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.  4.12Labor Matters. Except
as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect:  (a) there are no
strikes or other labor disputes against Borrower or any of its Subsidiaries
pending or, to the knowledge of the Borrower, threatened; (b) hours worked
by and payment made to employees of the Borrower and each of its Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other
applicable Requirement of Law dealing with such matters; and (c) all
payments due from Borrower or any of its Subsidiaries on account of employee
health and welfare insurance have been paid or accrued as a liability on the
books of the relevant Loan Party.  4.13ERISA. Neither a
Reportable Event nor an accumulated funding deficiency (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during
the five-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has complied in all
material respects with the applicable provisions of ERISA and the Code. No
termination of a Single Employer Plan has occurred, and no Lien in favor of the
PBGC or a Plan has arisen, during such five-year period. The present value of
all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
by a material amount. Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan that has
resulted or could reasonably be expected to result in a material liability
under ERISA, and neither the Borrower nor any Commonly Controlled Entity would
become subject to any material liability under ERISA if the Borrower or any
such Commonly Controlled Entity were to withdraw completely from all
Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made. No such Multiemployer Plan is
in Reorganization or Insolvent.  4.14Investment Company
Act; Other Regulations. Neither the Borrower nor any of its Subsidiaries is
an investment company, or a company controlled by an investment company,
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.  4.15Subsidiaries. Except
for Subsidiaries created after the Original Closing Date which have become
parties to the Guarantee and Collateral Agreement and the Aircraft Asset
Security Agreement as provided therein (New
Subsidiaries): 
(a) Schedule 4.15 sets forth the name and jurisdiction of
incorporation of each Subsidiary; and, as to each such Subsidiary and each New
Subsidiary, the Borrower owns 100% of each class of Capital Stock issued
thereby;  24


and (b) there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments (other than
stock options granted to employees or directors and directors qualifying
shares) of any nature relating to any Capital Stock of the Borrower or any such
Subsidiary, except as created by the Loan Documents.  4.16Use of Proceeds and
Letters of Credit. The proceeds of the Revolving Loans shall be used to
acquire (or refinance the acquisition cost of) Eligible Equipment or refinance
Returned Equipment. The Letters of Credit shall be used to acquire (or secure
the acquisition cost of) Eligible Equipment. The Borrower is the ultimate
beneficiary of the Loans and Letters of Credit being made or issued under this
Agreement.  4.17Environmental Matters.
Except as, in the aggregate, could not reasonably 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) do not contain, and have not previously contained, any
Materials of Environmental Concern in amounts or concentrations or under
circumstances that constitute or constituted a violation of, or could give rise
to liability under, any Environmental Law;  (b)no Loan Party has
received or is aware of any notice of violation, alleged violation,
non-compliance, liability or potential liability regarding environmental
matters or compliance with Environmental Laws with regard to any of the
Properties or the business operated by Borrower or any of its Subsidiaries (the
Business), nor does the Borrower have knowledge or reason to believe that any
such notice will be received or is being threatened;  (c)Materials of
Environmental Concern have not been transported or disposed of from the
Properties in violation of, or in a manner or to a location that could give
rise to liability under, any Environmental Law, nor have any Materials of
Environmental Concern been generated, treated, stored or disposed of at, on or
under any of the Properties in violation of, or in a manner that could give
rise to liability under, any applicable Environmental Law;  (d)no judicial proceeding
or governmental or administrative action is pending or, to the knowledge of the
Borrower, threatened, under any Environmental Law to which Borrower or any of
its Subsidiaries is or will be named as a party with respect to the Properties
or the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any Environmental Law with respect to
the Properties or the Business;  (e)there has been no
release or threat of release of Materials of Environmental Concern at or from
the Properties, or arising from or related to the operations of Borrower or any
of its Subsidiaries in connection with the Properties or otherwise in
connection with the Business, in violation of or in amounts or in a manner that
could give rise to liability under Environmental Laws;  (f)the Properties and all
operations at the Properties are in compliance, and have in the last five years
been in compliance, with all applicable Environmental Laws, and there  25


is no contamination at, under or about the Properties
or violation of any Environmental Law with respect to the Properties or the
Business; and  (g)no Loan Party has
assumed any liability of any other Person under Environmental Laws.  4.18Accuracy of
Information, etc. No representation or warranty contained in this Agreement
or any other Loan Document or any other document or certificate furnished by or
on behalf of Borrower or any of its Subsidiaries to the Administrative Agent or
the Lenders, or any of them, for use in connection with the 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 material fact or omitted to state a
material fact necessary to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading. The
projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed
by management of the Borrower to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to future
events is not to be viewed as fact and that actual results during the period or
periods covered by such financial information may differ from the projected
results set forth therein by a material amount. As of the Original Closing
Date, the representations and warranties of the Borrower contained in the
Acquisition Documentation were true and correct in all material respects.  4.19Security Documents.  (a)The Security Documents
are effective to create in favor of the Collateral Agent, for the benefit of
the Lenders, the security interests in the Collateral purported to be created
thereby, with such priority and perfected as provided in the Loan Documents.  (b)Schedule 4.19(a)
lists all Aircraft Assets and all Aircraft Asset Leases owned by the Borrower
or any Subsidiary.  (c)Schedule 4.19(b)
lists each location at which the Borrower or any Subsidiary maintains or stores
Eligible Equipment (other than any such Equipment subject to an Aircraft Asset
Lease) or Eligible Inventory having a aggregate value at any one location of in
excess of $1,000,000.  (d)Schedule 4.19(c)
lists each bank account or investment account maintained by the Borrower or any
of its Subsidiaries;  (e)Schedule 4.19(d)
lists all Intellectual Property owned by the Borrower or any of its
Subsidiaries.  (f)Notwithstanding the
foregoing provisions of this Section 4.19, no representation is made under
this Section 4 as to any Exempted Property.  4.20Solvency. The
Borrower and each Subsidiary thereof is Solvent.  26


4.21Certain Documents.
The Borrower has delivered to the Administrative Agent a complete and correct
copy of the Acquisition Documentation, including any amendments, supplements or
modifications with respect to any of the foregoing.  4.22Employment
Arrangements. The Borrower has delivered to the Administrative Agent a
complete and correct copy of all employment contracts to which the Borrower is
a party, a list of which is on Schedule 4.22.  Section 5.Conditions
Precedent.  5.1Effective Date. This
Agreement shall be effective when the following conditions precedent have been
satisfied:  (a)Loan Documents. The
Administrative Agent shall have received the following documents, each duly
executed and delivered by the intended parties thereto:  (i)this
Agreement;  (ii)the
Aircraft Asset Security Agreement;  (iii)the Guarantee and Collateral Agreement;  (iv)the
Pledge Agreement; and  (v)the
Loan Guarantee.  (b)Representations and
Warranties. Each of the representations and warranties made by Borrower in
Section 4 of this Agreement and Loan Guarantor in the Loan Guarantee shall
be true and correct on 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 have occurred and be continuing on such date.  (d)Fees. The
Borrower shall have paid to the Lenders the fees in the amounts agreed to in
writing by the Borrower and the Lenders.  (e)Closing Certificates.
The Administrative Agent shall have received such documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing (if applicable) of the Borrower and
each of its Subsidiaries, the Pledgor and the Loan Guarantor, and the authorization
of the transactions contemplated hereby, all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel. The Administrative
Agent shall have also received a certificate, dated the Effective Date and
signed by the President, a Vice President or a Financial Officer of the
Borrower confirming compliance with the conditions set forth in
paragraph (b) of this Section 5.1.  27


(f)Legal Opinions.  The Administrative Agent shall have received
the following executed legal opinions:  (i)the
legal opinion of Milbank, Tweed, Hadley & McCloy, special counsel to
the Pledgor, the Borrower and its Subsidiaries;  (ii)the
legal opinion of Vedder, Price, Kaufman & Kammholz, special counsel to
the Administrative Agent;  (iii)the legal opinion of the General Counsel to
the Borrower;  (iv)the
legal opinion of NautaDutilh, special counsel to the Loan Guarantor; and  (v)the
legal opinion of McAfee & Taft, special FAA counsel;  in each case
in form and substance reasonably satisfactory to the Administrative Agent and
its counsel.  5.2Conditions to Each
Loan.  The agreement of each Lender
to make a Revolving Loan or the Swing Line Lender to make a Swing Line Loan
requested to be made by it on any date is subject to the satisfaction of the
following conditions precedent:  (a)Representations and
Warranties.  Each of the
representations and warranties made by Borrower in Section 4 of this
Agreement shall be true and correct on and as of such date as if made on and as
of such date; provided that such representations and warranties shall not
include those contained in Sections 4.2, 4.6, 4.12 or 4.17.  (b)No Default.  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
extensions of credit requested to be made on such date.  (c)Notice of Borrowing.  The Administrative Agent shall have received
from the Borrower the Notice of Borrowing therefor, duly completed and with all
attachments, together with such other evidence as to the Purchase Price of the
associated Eligible Equipment or Eligible Inventory as the Administrative Agent
may reasonably request.  (d)Equity Contribution.  If Section 2.4(b)(ii) is
applicable, the Administrative Agent shall have received from the Borrower
evidence reasonably satisfactory to the Administrative Agent of the Borrowers
provision of the balance of the Purchase Price for the associated Eligible
Equipment or Eligible Inventory not attributable to the related Revolving Loan.  (e)Insurance.  The Administrative Agent shall have received
insurance certificates satisfying the requirements of Section 2.07 of the
Aircraft Asset Security Agreement in respect of each Aircraft Asset subject to
the Aircraft Asset Security Agreement Supplement delivered on such date.  28


(f)Aircraft Asset
Security Agreement Supplement.  The
Administrative Agent shall have received from the Borrower a duly executed
Aircraft Asset Security Agreement Supplement in respect of any Aircraft Asset
and Assignment of Lease in respect of any Aircraft Asset Lease being acquired
with the proceeds of such Revolving Loan.  (g)Filings,
Registrations and Recordings (Aircraft Assets).  In the case of any Aircraft Asset intended to
be acquired with the proceeds of such Revolving Loan, the following statements
shall be true, and the Administrative Agent shall have received evidence
reasonably satisfactory to it (including, with respect to Aircraft Assets which
are eligible for registration with the International Registry, a printout of
the priority search certificate from the International Registry relating to
such Aircraft Assets) with respect to each Aircraft Asset and any related
Aircraft Asset Lease so acquired to the effect that:  (i)the
Borrower or the applicable Subsidiary has good title to such Aircraft Asset and
Aircraft Asset Lease, free and clear of Liens other than Permitted Liens, the
mortgage, security and international interests created by the Aircraft Asset
Security Agreement and the Aircraft Asset Security Agreement Supplement for
such Aircraft Asset and Aircraft Asset Lease;  (ii)with
respect to each Aircraft Asset (other than an Aircraft Asset which is an
Exempted Property), the Borrower is in compliance with Section 2.02 of the
Aircraft Asset Security Agreement and, 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 Aircraft Asset Security Agreement with respect to such Aircraft Assets
(provided, that any Lessee Consent to Assignment pursuant to clause (b) of
the definition thereof shall not be 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 any
Aircraft Asset Lease, the Borrower is in compliance with the provisions of  Section 2.04(c) of the Aircraft
Asset Security Agreement (provided, that any Lessee Consent to Assignment
pursuant to clause (b) of the definition thereof shall not be
required to be delivered on the Borrowing Date).  In the event (i) it is not reasonably feasible to file international
interests anticipated pursuant to Sections 2.02 and 2.04 of the Aircraft
Asset Security Agreement, the Borrower shall be deemed in compliance with this
clause (g) if prospective international interests with respect to
such international interests, if reasonably feasible, are filed and (ii) a
Deregistration Power of Attorney or Lessee Consent to Assignment of the type
referred to in clause (b) of the definition thereof, in either case,
required by Section 2.02 or 2.04 of the Aircraft Asset Security Agreement
cannot be obtained on or prior to the date of borrowing, the Borrower shall
obtain such Deregistration Power of Attorney or Lessee Consent to Assignment,
as the case may be, within 45 days after the Borrowing Date.  Section 6.Affirmative
Covenants.  The Borrower hereby
agrees that, so long as the Commitments remain in effect or any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder, the
Borrower shall, and shall cause each of its Subsidiaries, to:  29


6.1Financial Statements.  Furnish to the Administrative Agent on behalf
of the Lenders:  (a)as soon as available,
but in any event within 120 days after the end of each fiscal year of the
Borrower, a copy of the audited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such year and the related
audited consolidated statements of income and of cash flows for such year,
setting forth in each case in comparative form the figures for the previous
year, reported on without a going concern or like qualification or exception,
or qualification arising out of the scope of the audit, by KPMG, Price
Waterhouse Coopers or other independent certified public accountants of
nationally recognized standing;  (b)as soon as available,
but in any event not later than 90 days after the end of each fiscal year
of the Borrower, the unaudited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such fiscal year and the related
unaudited consolidated statements of income and of cash flows for such fiscal
year through the end of such fiscal year, setting forth in each case in
comparative form the figures for the previous year; and  (c)as soon as available,
but in any event not later than 45 days after the end of each of the first
three quarterly periods of each fiscal year of the Borrower, the unaudited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as
at the end of such quarter and the related unaudited consolidated statements of
income and of cash flows for such quarter and the portion of the fiscal year
through the end of such quarter, setting forth in each case in comparative form
the figures for the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit
adjustments).  All such financial statements shall be
complete and correct in all material respects and shall be prepared in
reasonable detail and in accordance with GAAP applied consistently throughout
the periods reflected therein and with prior periods (except as approved by
such accountants or officer, as the case may be, and disclosed therein and
except that unaudited financial statements may not have notes).  6.2Certificates; Other
Information.  Furnish to the
Administrative Agent on behalf of the Lenders:  (a)concurrently with the
delivery of any financial statements pursuant to Section 6.1(a) or
6.1(c), a Compliance Certificate of a Responsible Officer:  (i) stating that, to the best of each
such Responsible Officers knowledge, such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in such
certificate; and (ii) to the extent not previously disclosed to the
Administrative Agent, a listing of any location where the Borrower or any
Subsidiary maintains, stores or warehouses Eligible Equipment or Eligible
Inventory in an aggregate amount of $1,000,000 or more.  (b)as soon as available,
and in any event no later than 45 days after the end of each fiscal year
of the Borrower, a consolidated budget for the following fiscal year (including
a projected consolidated balance sheet of the Borrower and its Subsidiaries as
of the end of the  30


following fiscal year, the related consolidated
statements of projected cash flow and projected income and a description of the
underlying assumptions applicable thereto), and, as soon as available,
significant revisions, if any, of such budget and projections with respect to
such fiscal year (collectively, the Projections);  (c)no later than 5
Business Days prior to the effectiveness thereof, copies of substantially final
drafts of any proposed amendment, supplement, waiver or other modification with
respect to any Acquisition Documentation; and  (d)promptly upon the
Administrative Agents request, such additional financial and other information
as may from time to time be required by the Administrative Agent or any Lender
in order to comply with any Requirement of Law.  6.3Payment of
Obligations.  Pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, all its material obligations of whatever nature, except where
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the relevant Loan Party.  6.4Maintenance 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 rights, privileges and franchises
necessary or desirable in the normal conduct of its business, except, in each
case, as otherwise permitted by Section 7.4 and except, in the case of
clause (ii) above, to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (b) comply
with all Contractual Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.  6.5Maintenance of
Property; Insurance.  Without
limiting its obligations under Section 2.07 of the Aircraft Asset Security
Agreement, (a) keep all property useful and necessary in its business in
good working order and condition, ordinary wear and tear excepted and (b) maintain
with financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business.  6.6Inspection of
Property; Books and Records; Discussions. 
(a) Keep proper books of records and account in which full, true
and correct entries in conformity with GAAP and all Requirements of Law shall
be made of all dealings and transactions in relation to its business and
activities and (b)  permit representatives of the Administrative Agent to
visit and inspect any of its properties and examine and make abstracts from any
of its books and records upon reasonable notice and at any reasonable time
during normal business hours and not more than once during any fiscal quarter
(unless an Event of Default shall have occurred and be continuing) and to
discuss the business, operations, properties and financial and other condition
of the Loan Parties with officers and employees of the Loan Parties and with
their independent certified public accountants provided that, such
inspection shall not be materially interruptive to the business of the
Borrower.  31


6.7Notices.  Promptly give notice to the Administrative
Agent of:  (a)the occurrence of any
Default or Event of Default;  (b)any (i)  event of
default under any Contractual Obligation of Borrower or any of its Subsidiaries
or (ii) litigation, investigation or proceeding that may exist at any time
between Borrower or any of its Subsidiaries and any Governmental Authority,
that in either case, if not cured or if adversely determined, as the case may
be, could reasonably be expected to have a Material Adverse Effect;  (c)any litigation or proceeding
affecting Borrower or any of its Subsidiaries (i) in which the amount
involved is $5,000,000 or more and not covered by insurance or (ii) which
relates to any Loan Document;  (d)the following events,
as soon as possible and in any event within 30 days after the Borrower
knows of:  (i) the occurrence of any
Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of,
any Multiemployer Plan or (ii) the institution of proceedings or the
taking of any other action by the PBGC or the Borrower or any Commonly
Controlled Entity or any Multiemployer Plan with respect to the withdrawal
from, or the termination, Reorganization or Insolvency of, any Plan; and  (e)any Aircraft Asset
becoming an Impaired Aircraft Asset or Lease Default Equipment.  Each notice pursuant to this Section 6.7
shall be accompanied by a statement of a Responsible Officer setting forth
details of the occurrence referred to therein and stating what action the
relevant Loan Party proposes to take with respect thereto.  6.8Environmental Laws.  (a)  Comply in all material
respects with, and ensure compliance in all material respects by all tenants
and subtenants, if any, with, all applicable Environmental Laws, and obtain and
comply in all material respects with and maintain, and ensure that all tenants
and subtenants obtain and comply in all material respects with and maintain,
any and all licenses, approvals, notifications, registrations or permits
required by applicable Environmental Laws.  (b)Conduct and complete
all investigations, studies, sampling and testing, and all remedial, removal
and other actions required under Environmental Laws and promptly comply in all
material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws.  6.9Hedge Agreements;
Key Man Insurance.  (a)Keep in full force and
effect, and comply with its obligations under, the CALYON Hedge Agreement and
keep in full force and effect, and comply with its obligations under, the
Existing Hedge Agreements through their respective Termination Dates.  32


(b)Keep in full force and
effect, and comply with its obligations under, policies of Key Man Insurance in
the amount of 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 and otherwise containing such terms and conditions as the Administrative
Agent may reasonably request.  6.10Additional Collateral.  (a)  With respect to any personal
property acquired after the Original Closing Date by the Borrower or any of its
Subsidiaries (other than (x) any property subject to a Lien expressly
permitted by Section 7.3 and (y) any Exempted Property) as to which
the Administrative Agent, for the benefit of the Lenders, does not have a
perfected Lien, promptly (i) execute and deliver to the Administrative
Agent such amendments or supplements to the Guarantee and Collateral Agreement
(or, in the case of any Aircraft Asset or Aircraft Asset Lease, the Aircraft
Asset Security Agreement and the Assignment of Lease) or such other documents
as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a security interest in
such property and (ii) take all actions necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in such property, including the filing of Uniform
Commercial Code financing statements in such jurisdictions as may be required
by the Guarantee and Collateral Agreement or the taking of the actions
specified in Section 5.2(g) or as may be reasonably requested by the
Administrative Agent.  (b)With respect to any
interest in any real 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 its Subsidiaries, promptly (i) execute and deliver a
first priority mortgage, in favor of the Administrative Agent, for the benefit
of the Lenders, covering such real property, (ii) if requested by the
Administrative Agent, provide the Lenders with (x) title and extended
coverage insurance covering such real property in an amount at least equal to
the purchase price of such real property (or such other amount as shall be
reasonably specified by the Administrative Agent) as well as a current ALTA
survey thereof, together with a surveyors certificate and (y) any
consents or estoppels reasonably deemed necessary or advisable by the
Administrative Agent in connection with such mortgage, each of the foregoing in
form and substance reasonably satisfactory to the Administrative Agent and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent
legal opinions relating to the matters described above, which opinions shall be
in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.  With respect to
any real property leased by  Borrower or
any of its Subsidiaries after the Original Closing Date, the Borrower shall
have obtained from each Person 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 all right or interest that such Person may
otherwise have in the inventory and other Collateral and such Persons consent,
if applicable, to access by the Administrative Agent or its representative to
the premises in connection with the exercise of any rights or remedies under or
pursuant to the Security Documents pursuant to a Landlord Consent and, if in
the reasonable opinion of the Administrative Agent, such real property lease is
material to the continued operation of the business of the Borrower and its Subsidiaries,
the Borrower shall assign such real estate lease to the Administrative Agent
pursuant to a Collateral Lease Assignment.  33


(c)With respect to any new
Subsidiary created or acquired after the Original Closing Date by Borrower or
any of its Subsidiaries, promptly (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement
as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in the Capital Stock of such new Subsidiary that is
owned by the Borrower or any of its Subsidiaries, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the relevant Loan Party, (iii) cause such new
Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and,
if applicable, the Aircraft Asset Security Agreement, (B) to take such
actions necessary or advisable to grant to the Administrative Agent for the
benefit of the Lenders a perfected first priority security interest in the
Collateral described in the Guarantee and Collateral Agreement and the Aircraft
Asset Security Agreement with respect to such new Subsidiary, including the
filing of Uniform Commercial Code financing statements in such jurisdictions as
may be required by the Guarantee and Collateral Agreement or the taking of the
actions specified in Section 5.2(g) or the Aircraft Asset Security
Agreement, as the case may be, or by law or as may be reasonably requested by
the Administrative Agent and (C) to deliver to the Administrative Agent a
certificate of such Subsidiary, substantially in the form of Exhibit B to
the Guarantee and Collateral Agreement, with appropriate insertions and
attachments, and (iv) if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.  (d)With respect to any
Deposit Account acquired by the Borrower or any Subsidiary after the Original Closing
Date, cause an account control agreement substantially in the form of the
Account Control Agreement to be duly executed and delivered by the account
holder, the account bank/broker and the Administrative Agent.  6.11Subsidiaries.  All Subsidiaries, whether existing on the
date hereof or formed or acquired in the future, shall be Wholly Owned
Subsidiaries.  6.12Post Closing
Registration of International Interests. 
If on  any Borrowing Date,
prospective international interests with respect to an Aircraft Asset or an
Aircraft Asset Lease which are eligible for registration with the International
Registry were made, within 45 days after such Borrowing Date, the Borrower
shall, if feasible, register international interests with respect to such
Aircraft Asset or Aircraft Asset Lease with the International Registry and
shall deliver to the Administrative Agent a printout of the priority search
certificate from the International Registry relating thereto showing no
registered international interests on the International Registry prior to such
international interest or assignment.  Section 7.Negative
Covenants.  The Borrower hereby
agrees that, so long as the Commitments remain in effect, any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder, the
Borrower shall not, and shall not permit any of its Subsidiaries to, directly
or indirectly:  34


7.1[Intentionally
Omitted].  7.2Indebtedness.  Create, issue, incur, assume, become liable
in respect of or suffer to exist any Indebtedness, except:  (a)Indebtedness of
Borrower or any of its Subsidiaries pursuant to any Loan Document;  (b)Indebtedness of the
Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary
and Subordinated Indebtedness of the Borrower to the Pledgor;  (c)Guarantee Obligations
incurred in the ordinary course of business by the Borrower of obligations of
any Subsidiary;  (d)Indebtedness
outstanding on the Original Closing Date and listed on Schedule 7.2(d) and
any refinancings, refundings, renewals or extensions thereof (without
increasing, or shortening the maturity of, the principal amount thereof);  (e)Hedge Agreements in
respect of Indebtedness 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 that becomes a Subsidiary after the date hereof, provided, that
such Indebtedness existed immediately prior to the time such Person became a
Subsidiary and was not created in contemplation of or in connection with such
Person becoming a Subsidiary;  (g)Indebtedness incurred
in the acquisition of tooling in the ordinary course of business; and  (h)Other Indebtedness in
an aggregate amount not exceeding $4,000,000 at any time outstanding.  7.3Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, whether now owned or hereafter acquired, except
for the following permitted liens (Permitted
Liens):  (a)Liens for taxes not yet
due or that are being contested in good faith by appropriate proceedings, provided
that adequate reserves with respect thereto are maintained on the books of the
Borrower 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 the ordinary course of business that are not overdue for a period of
more than 60 days or that are being contested in good faith by appropriate
proceedings;  35


(c)pledges or deposits in
connection with workers compensation, unemployment insurance and other social
security legislation;  (d)deposits to secure the
performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of 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 of business that, in the aggregate, are not substantial in
amount and that do not in any case materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of the Borrower or any of its Subsidiaries;  (f)Liens in existence on
the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted
by Section 7.2(d), provided that no such Lien is spread to cover any
additional property after the Original Closing Date and that the amount of
Indebtedness secured thereby is not increased;  (g)Liens created pursuant
to the Security Documents and Liens permitted by the Security Documents
(including without limitation Section 2.01 of the Asset Security
Agreement);  (h)any interest or title
of a lessor or a lessee under any lease entered into by the Borrower or any
other Subsidiary in the ordinary course of its business and covering only the
assets so leased;  (i)Liens of creditors of
any person to whom the Borrowers or a Subsidiarys assets are consigned for
sale in the ordinary course of the Borrowers or such Subsidiarys business;  (j)Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
custom duties in connection with the importation of goods, provided that
such custom duties are paid when due and adequate reserves with respect thereto
are maintained on the books of the Borrower or its Subsidiaries, as the case
may be, in conformity with GAAP;  (k)Liens in favor of
collecting or payor banks and other banks providing cash management services,
in each case having a right of setoff, revocation, refund or chargeback against
money or instruments of the Borrower or any Subsidiary on deposit or in
possession of such bank arising for the payment of bank fees and other similar
amounts owed in the ordinary course of business;  (l)Judgment and
attachment Liens not giving rise to an Event of Default;  (m)Other Liens on assets
(other than assets forming part of the Borrowing Base) acquired after the
Original Closing Date securing or relating to Indebtedness and other
liabilities and obligations not otherwise prohibited by this Agreement or the
Security Documents in an aggregate amount not to exceed $4,000,000 at any time
outstanding; and  36


(n)Any renewal or
substitution of any Lien described in clause (f), (i) or (m) provided
that such Lien is not extended to additional assets.  7.4Fundamental Changes.  Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:  (a)[Intentionally Omitted].  (b)any Subsidiary of the
Borrower may be merged or consolidated with or into the Borrower (provided that
the Borrower shall be the continuing or surviving corporation) or with or into
any Subsidiary (provided that the Subsidiary shall be the continuing or
surviving corporation);  (c)any Subsidiary of the
Borrower may Dispose of any or all of its assets to the Borrower or any
Subsidiary (upon voluntary liquidation or otherwise); and  (d)any Investment
expressly permitted by Section 7.8 may be structured as a merger,
consolidation or amalgamation.  7.5Lines of Business.  Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonably related thereto.  7.6Restricted Payments.  Declare or pay any dividend (other than
dividends 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 or
other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of, any Capital Stock of the Borrower, whether now or
hereafter outstanding, or make any other distribution in respect thereof,
either directly or 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 has occurred and is continuing;  (b)the aggregate amount of
such dividend payment in any calendar year does not exceed $10,000,000; and  (c)at the time of making
such dividend payment, the Borrowing Base shall exceed the Total Aggregate
Exposure by at least $50,000,000.  7.7Capital Expenditures.  Make or commit to make any Capital
Expenditure in excess of $10,000,000 in the aggregate, except Capital
Expenditures by the Borrower and its Subsidiaries of Aircraft Assets or tooling
directly related thereto in the ordinary course of business; provided, however,
that neither the Borrower nor any of its Subsidiaries may commit to aggregate
obligations to make Capital Expenditures for Aircraft Assets (x) more than
18 but less than 24 months in the future if such aggregate obligations
would be in excess of $35,000,000 or (y) more 24 or more months in the
future if such aggregate obligations (when totaled with any  37


aggregate obligations more than 18 months or less
than 24 months in the future) would be in excess of $25,000,000.  7.8Investments.  Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting a business unit of, or make any other investment in, any
Person (all of the foregoing, Investments),
except:  (a)extensions of trade
credit in the ordinary course of business and any bond, note, debenture or
other security distributed in a bankruptcy proceeding with respect thereto;  (b)investments in Cash
Equivalents;  (c)Guarantee Obligations
permitted by Section 7.2;  (d)the Acquisition;  (e)intercompany
Investments by Borrower or any of its Subsidiaries in the Borrower or any
Person that, prior to such investment, is a Subsidiary; and  (f)in addition to
Investments otherwise expressly permitted by this Section, Investments by the
Borrower or any of its Subsidiaries in an aggregate amount (valued at cost) not
to exceed $10,000,000 during the term of this Agreement.  7.9Synthetic Purchase
Agreements.  Enter into or be party
to, or make any payment under, any Synthetic Purchase Agreement.  7.10Transactions with
Affiliates.  Enter into any
transaction, including any purchase, sale, lease or exchange of property, the
rendering of any service or the 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
the ordinary course of business of the relevant Loan Party, and (ii) upon
fair and reasonable terms no less favorable to the relevant Loan Party than it
would obtain in a comparable arms length transaction with a Person that is not
an Affiliate or (c) a written tax sharing agreement or similar arrangement
between the Borrower and the Pledgor that requires the payment by the Borrower
of its allocable share of any consolidated, combined or unitary tax liability
of any group that includes the Borrower and the Pledgor (or any affiliate of
the Pledgor), which allocable share shall be no greater than the amount of US
federal, state, and local taxes that the Borrower and the Borrowers
subsidiaries would have paid had the Borrower and its subsidiaries filed a
consolidated, combined or unitary return for a group including only the
Borrower and its Subsidiaries.  7.11Sales and Leasebacks.  Enter into any arrangement with any Person
providing for the leasing by Borrower or any of its Subsidiaries of real or
personal property that has been or is to be sold or transferred by such Loan
Party to such Person or to any other Person to whom funds have been or are to
be advanced by such Person on the security of such property or rental
obligations of such Loan Party.  38


7.12Changes in Fiscal
Periods.  Permit the fiscal year of
the Borrower to end on a day other than December 31 or change the
Borrowers method of determining fiscal quarters.  7.13Negative Pledge
Clauses.  Enter into or suffer to
exist or become effective any agreement that prohibits or limits the ability of
Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist
any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its obligations under the Loan Documents to which it is a
party other than (a) this Agreement and the other Loan Documents and (b) any
agreements governing any purchase money Liens or Capital Lease Obligations
otherwise permitted hereby (in which case, any prohibition or limitation shall
only be effective against the assets financed thereby).  7.14Clauses Restricting
Subsidiary Distributions.  Enter into
or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Subsidiary of the Borrower to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by,
or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the
Borrower, (b) make loans or advances to, or other Investments in, the
Borrower or any other Subsidiary of the Borrower or (c) transfer any of
its assets to the Borrower or any other Subsidiary of the Borrower, except for
such encumbrances or restrictions existing under or by reason of (i) any
restrictions existing under the Loan Documents and (ii) any restrictions
with respect to a Subsidiary imposed pursuant to an agreement that has been
entered into in connection with the Disposition of all or substantially all of
the Capital Stock or assets of such Subsidiary.  7.15Amendments to
Acquisition Documentation.  (a) Amend,
supplement or otherwise modify (pursuant to a waiver or otherwise) the terms
and conditions of the indemnities and licenses furnished to the Borrower or any
of its Subsidiaries pursuant to the Acquisition Documentation such that after
giving effect thereto such indemnities or licenses shall be materially less
favorable to the interests of the Loan Parties or the Lenders with respect
thereto or (b) otherwise amend, supplement or otherwise modify the terms
and conditions of the Acquisition Documentation or any such other documents
except for any such amendment, supplement or modification that (i) becomes
effective after the Original Closing Date and (ii) could not reasonably be
expected to have a Material Adverse Effect.  Section 8.Events Of
Default.  If any of the following events shall occur and be
continuing:  (a)the Borrower shall
fail to pay the principal of or any interest on any Loan, or any fee payable
hereunder or under any other Loan Document, within three Business Days after
any such principal, interest or fee becomes due in accordance with the terms
hereof; or the Borrower shall fail to pay any other amount payable hereunder or
under any other Loan Document within five Business Days after the Borrower
shall have received notice from the Administrative Agent that same shall be due
in accordance with the terms hereof; or  (b)any representation
or warranty made or deemed made by any Loan Party herein or in any other Loan
Document to which it is a party or that is contained in any certificate,
document or financial or other statement furnished by it at any time under or
in connection with  39


this Agreement or any such other Loan Document shall
prove to have been inaccurate in any material respect on the date made or
deemed made and which shall have a Material Adverse Effect on the ability of
the Loan Party to comply with its obligations under the Loan Documents; or  (c)the Borrower shall default
in the observance or performance of any agreement contained in clause (i) or
(ii) of Section 6.4(a), Section 6.7(a) or Section 7 of
this Agreement; or  (d)the Borrower shall have
failed to deliver a Borrowing Base valuation pursuant to Section 3.3(a) within
five Business Days after the same shall be due; or  (e)except as otherwise
provided in Section 6.9 hereof and Section 2.10 of the Aircraft Asset
Security Agreement, any Loan Party shall default in the observance or
performance of any other agreement contained in this Agreement or any other
Loan Document (other than as provided in paragraphs (a) through (d) of
this Section), and such default shall continue unremedied for a period of 30
days after notice to the Borrower from the Administrative Agent; or  (f)(i) the Borrower
or any Subsidiary of the Borrower shall (x) default in making any payment
of any principal of or interest on any Indebtedness (including any Guarantee
Obligation, but excluding the Loans) beyond the period of grace, if any, provided
in the instrument or agreement under which such Indebtedness was created; or (y) default
in the observance or performance of any other agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or (in the case of any such Indebtedness constituting a
Guarantee Obligation) to become payable; provided, that a default, event or condition
described in subclause (x) or (y) of clause (i) of this
paragraph (f) shall not at any time constitute an Event of Default unless,
at such time, one or more defaults, events or conditions of the type described
in subclauses (x) and (y ) of clause (i) of this paragraph (f) shall
have occurred and be continuing with respect to Indebtedness the outstanding
principal amount of which exceeds in the aggregate $4,000,000; or (ii) the
Loan Guarantor shall (x) default in making any payment of principal of or
interest in an aggregate amount of not less than $5,000,000 on any full
recourse Indebtedness (including any Guarantee Obligation, but excluding the
Loans) beyond the period of grace, if any, provided in the instrument or
agreement under which such Indebtedness was created; provided, that a default
described in subclause (x) of clause (ii) of this paragraph (f) shall
not at any time constitute an Event of Default unless a default shall have been
declared by the relevant lenders in the instrument or agreement under which
such Indebtedness was created; or (y) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the
effect of which default or other event or condition is to cause such
Indebtedness to become due prior to its stated maturity or (in the case of any
such Indebtedness constituting a Guarantee Obligation) to become payable; or  40


(g)(i) Any Loan Party
shall commence any case, proceeding or other action (A) under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or any Loan Party shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against any
Loan Party any 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 such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against any Loan Party any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets that results in the entry 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 entry thereof; or (iv) any
Loan Party shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) any Loan Party shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or  (h)(i) any Person
shall engage in any prohibited transaction (as defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Plan, (ii) any
accumulated funding deficiency (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in
favor of the PBGC or a Plan shall arise on the assets of Borrower or any of its
Subsidiaries or any Commonly Controlled Entity, (iii) a Reportable Event
shall occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Lenders,
likely to result in the termination of such Plan for purposes of Title IV
of ERISA, (iv) any Single Employer Plan shall terminate for purposes of
Title IV of ERISA, (v) Borrower or any of its Subsidiaries or any
Commonly Controlled Entity shall, or in the reasonable opinion of the Required
Lenders is likely to, incur any liability in connection with a withdrawal from,
or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any
other event or condition shall occur or exist with respect to a Plan; and in
each case in clauses (i) through (vi) above, such event or
condition, together with all other such events or conditions, if any, could, in
the reasonable judgment of the Required Lenders, reasonably be expected to have
a Material Adverse Effect; or  (i)one or more judgments
or decrees shall be entered against the Borrower or any of its Subsidiaries
involving in the aggregate a liability (not paid or fully covered by insurance
as to which the relevant insurance company has acknowledged coverage) of
$5,000,000 or more, 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 shall cease, for any reason, to be in full force and effect, or
Borrower or any of its Subsidiaries or any Affiliate of Borrower or any of its  41


Subsidiaries shall so assert, or any Lien created by
any of the Security Documents shall cease to be enforceable and of the same
effect and priority purported to be created thereby; or  (k)the guarantee contained
in Section 2 of the Guarantee and Collateral Agreement shall cease, for
any reason, to be in full force and effect or Borrower or any of its
Subsidiaries or any Affiliate of Borrower or any of its Subsidiaries shall so
assert; or  (l)the Loan Guarantee
shall cease, for any reason, to be in full force and effect or Loan Guarantor
shall so assert; or  (m)AerCap Holdings N.V.
shall cease to own and control, of record and beneficially, directly or
indirectly, 51% of each class of outstanding Capital Stock of the Borrower;  then, and in any such event, (A) if such
event is an Event of Default specified in clause (i) or (ii) of
paragraph (g) above with respect to the Borrower, automatically the
Commitments shall immediately terminate and the Loans (with accrued interest
thereon) and all other amounts owing under this Agreement 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 the following actions may be
taken:  (i) with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Revolving Commitments to be terminated forthwith, whereupon the
Revolving Commitments shall immediately terminate; and (ii) with the
consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower, declare the Loans (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents to be due and
payable forthwith, whereupon the same shall immediately 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 the Borrower.  All amounts collected or received by the
Administrative Agent or any Lender after the exercise of remedies pursuant to
this Section 8 shall be paid over or delivered to the Collateral Agent for
distribution in accordance with Section 9(a) of the Guaranty and
Collateral Agreement and Section 4.01(a) of the Aircraft Asset
Security Agreement.  Section 9.The Agents.  9.1Appointment.  Each Lender hereby irrevocably designates and
appoints CALYON New York Branch as the agent of such Lender under this Agreement
and the other Loan Documents, and each such Lender irrevocably authorizes the
Administrative Agent, in such capacity, to take such action on its behalf under
the provisions of this Agreement and the other Loan Documents and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or  42


otherwise exist against the Administrative Agent.  Each Lender further appoints DekaBank
Deutsche Girozentrale, Wachovia Bank, National Association andNorddeutsche Landesbank
Girozentrale, as Co-Documentation Agents under this Agreement and HSH
Nordbank AG as Syndication Agent.  The
Co-Documentation Agents and the Syndication Agent shall have no duties,
liabilities or responsibilities in such capacity whatsoever.  9.2Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact selected by the Administrative Agent with
reasonable care and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.  9.3Exculpatory
Provisions.  Neither any
Administrative Agent, the Syndication Agent, any Co-Documentation Agent nor any
of their respective officers, directors, employees, agents, attorneys-in-fact
or affiliates shall be (i) liable for any action lawfully taken or omitted
to be taken by it or such Person under or in connection with this Agreement or
any other Loan Document (except to the extent that any of the foregoing are
found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from its or such Persons own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by
Borrower or any of its Subsidiaries or any officer thereof contained in this
Agreement or any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the any such
Agent under or in connection with, this Agreement or any other Loan Document or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or for any failure of
Borrower or any of its Subsidiaries a party thereto to perform its obligations
hereunder or thereunder.  No such Agent
shall be under any obligation to any Lender to ascertain or to inquire as to
the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of Borrower or any of its Subsidiaries.  9.4Reliance by
Administrative Agent.  The
Administrative Agent shall be entitled 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 conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent.  The Administrative
Agent may deem and treat each Person whose name is recorded in the Register as
the owner of the Loans recorded therein for all purposes for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent. 
The Administrative Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Required Lenders (or, if
so specified by this Agreement, all Lenders) as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan  43


Documents in accordance with a request of the Required
Lenders (or, if so specified by this Agreement, all Lenders), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Loans.  9.5Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a notice of default.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders.  The Administrative Agent
shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders (or, if so specified by
this Agreement, all Lenders); provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.  9.6Non-Reliance on
Agents and Other Lenders.  Each
Lender expressly acknowledges that neither the Agents nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Administrative Agent hereafter taken, including any review of the affairs
of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute
any representation or warranty by any Administrative Agent to any Lender.  Each Lender represents to the Agents that it
has, independently and without reliance upon any Administrative Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement. 
Each Lender also represents that it will, independently and without
reliance upon any Administrative Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. 
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or creditworthiness
of Borrower or any of its Subsidiaries or any affiliate of a Loan Party that
may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.  9.7Indemnification.
 The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure  44


Percentages immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Administrative Agent
in any way relating to or arising out of, the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by such Administrative Agent under or in connection
with any of the foregoing; provided that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are
found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such Administrative Agents gross negligence
or willful misconduct.  The agreements in
this Section shall survive the payment of the Loans and all other amounts
payable hereunder.  9.8Administrative Agent
in Its Individual Capacity.  The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with Borrower or any of its
Subsidiaries as though such Administrative Agent were not an Administrative Agent.  With respect to its Loans made or renewed by
it, the Administrative Agent shall have the same rights and powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same
as though it were not an Administrative Agent, and the terms Lender and
Lenders shall include the Administrative Agent in its individual capacity.  9.9Successor
Administrative Agent.  The
Administrative Agent may resign as Administrative Agent upon 10 days
notice to the Lenders and the Borrower. 
If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Loan Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or
Section 8(g) with respect to the Borrower shall have occurred and be
continuing) be subject to approval by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
Administrative Agent shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agents rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans.  If no successor agent has accepted
appointment as Administrative Agent by the date that is 10 days following
a retiring Administrative Agents notice of resignation, the retiring
Administrative Agents resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.  After any retiring Administrative Agents
resignation as Administrative Agent, the provisions of this Section 9 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Agreement and the other Loan Documents.  9.10Administrative Agent
Fees.  The Borrower agrees to pay to
the Administrative Agent the fees in the amounts and on the dates previously
agreed to in writing by the Borrower and the Administrative Agent.  45


9.11[Intentionally Omitted].  9.12Intralinks.  The Administrative Agent will post all financial
statements and other information received by it pursuant to Section 6.1 or
6.2 on Intralinks within ten Business Days of receipt.  Section 10.Miscellaneous.  10.1Amendments and Waivers.  Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 10.1.  The Required Lenders and the Borrower and
each of its Subsidiaries party to the relevant Loan Document may, or, with the
written consent of the Required Lenders, the Administrative Agent and the
Borrower and each of its Subsidiaries party to the relevant Loan Document may,
from time to time, (a) enter into written amendments, supplements or
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Loan Parties hereunder or thereunder
or (b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any
of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however,
that no such waiver and no such amendment, supplement or modification shall (i) forgive
the principal amount or extend the final scheduled date of maturity of any
Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in
connection with the waiver of applicability of any post-default increase in
interest rates (which waiver shall be effective with the consent of the
Majority Facility Lenders of each adversely affected Facility) and (y) that
any amendment or modification of defined terms used in the financial covenants
in this Agreement shall not constitute a reduction in the rate of interest or
fees for purposes of this clause (i)) or extend the scheduled date of any
payment thereof, or increase the amount or extend the expiration date of any Lenders
Revolving Commitment, in each case without the written consent of each Lender
directly affected thereby; (ii) eliminate or reduce the voting rights of
any Lender under this Section 10.1 without the written consent of such
Lender; (iii) reduce any percentage specified in the definition of
Required Lenders, consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement and the other Loan
Documents, release all or substantially all of the Collateral or release all or
substantially all of the Subsidiaries from their obligations under the
Guarantee and Collateral Agreement or release the Loan Guarantor from its
obligations under the Loan Guarantee, in each case without the written consent
of all Lenders; (iv) reduce the percentage specified in the definition of
Majority Facility Lenders with respect to any Facility without the written
consent of all Lenders under such Facility; (v) amend, modify or waive any
provision 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 Advance Category for Eligible
Equipment; (C) Annex C to increase the Borrowing Base 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 the written consent of all
Lenders, (vi) amend, modify or waive any provision of Section 9
without the written consent of the Administrative Agent, (vii) amend,
modify or waive any provision of Section 2.3 without the written consent
of the Swing Line Lender, (viii) amend, modify or waive any provision of Section 2.2
without the written consent of the Letter of Credit Issuer, or (ix) amend,
modify or waive the right of any Lender to receive  46


its pro rata share of payments or Collateral.  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall
be binding upon the Loan Parties, the Lenders, the Administrative 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 former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.  10.2Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited 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 the
Borrower and the Administrative Agent, and as set forth in an administrative
questionnaire delivered to the Administrative Agent in the case of the Lenders,
or to such other address as may be hereafter notified by the respective parties
hereto; provided that any notice, request or demand to or upon the
Administrative Agent or the Lenders shall not be effective until received.  10.3No Waiver; Cumulative
Remedies.  No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege.  The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.  10.4Survival of
Representations and Warranties.  All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.  10.5Payment of Expenses.  The Borrower agrees (a) to pay or
reimburse the Administrative Agent for all its out-of-pocket costs and expenses
incurred connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan Documents
and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including the reasonable fees and disbursements of counsel to the
Administrative Agent (including (i) Vedder, Price, Kaufman &
Kammholz, P.C., special New York counsel, the costs of each appraisal to
determine the Appraisal Value and filing, registration and recording fees and
expenses, with statements with respect to the foregoing to be submitted to the
Borrower prior to the Effective Date (in the case of amounts to be paid on the
Effective Date) and from time to time thereafter on a quarterly basis or such
other periodic basis as the Administrative Agent shall deem appropriate, (b) to
pay or reimburse each Lender and the Administrative Agent for all its costs and
expenses (other than Taxes, which are solely governed by Sections 2.13 and
2.14 of this Agreement, Section 15 of the Guarantee and Collateral
Agreement, and Section 5.01 of the Aircraft Asset Security Agreement)
incurred in connection  47


with the enforcement or preservation of any rights
under this Agreement, the other Loan Documents and any such other documents,
including the fees and disbursements of counsel (including the allocated fees
and expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent and their respective officers, directors, employees,
affiliates, agents and controlling persons (each, an Indemnitee) harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (other than Taxes which are solely governed by Sections 2.13
and 2.14 of this Agreement, Section 15 of the Guarantee and Collateral
Agreement, and Section 5.01 of the Aircraft Asset Security Agreement) with
respect to the execution, delivery, enforcement, performance and administration
of 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 or
the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of Borrower or any of its Subsidiaries or any of
the Properties and the reasonable fees and expenses of legal counsel in
connection with claims, actions or proceedings by any Indemnitee against Borrower
or any of its Subsidiaries under any Loan Document (all the foregoing in this
clause (c), collectively, the Indemnified
Liabilities), provided, that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee.  Without limiting the foregoing, and to the
extent permitted by applicable law, the Borrower agrees not to assert and to
cause its Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature, under or
related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee.  All
amounts due under this Section 10.5 shall be payable not later than
10 days after written demand therefor. 
Statements payable by the Borrower pursuant to this Section 10.5
shall be submitted to Lawrence Preston (Telephone No. 305-590-2600, x301)
(Telecopy No. 305-590-2695), at the address of the Borrower set forth in Section 10.2,
or to such other Person or address as may be hereafter designated by the
Borrower in a written notice to the Administrative Agent.  The agreements in this Section 10.5
shall survive repayment of the Loans and all other amounts payable hereunder.  10.6Successors and
Assigns; Participations and Assignments; Successor Letter of Credit Issuer.  (a)  This Agreement shall be
binding upon and inure to the benefit of the Borrower, the Lenders, the
Administrative Agent, all future holders of the Loans and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Lender.  (b)Any Lender other than
any Conduit Lender may, without the consent of the Borrower, in accordance with
applicable law, at any time sell to one or more banks, financial institutions
or other entities (each, a Participant)
participating interests in any Loan owing to such Lender, any Commitment of
such Lender or any other interest of such Lender hereunder and under the other
Loan Documents.  In the event of any such
sale by a Lender of a participating interest to a Participant, such Lenders
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Lender shall remain solely  48


responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lenders rights and obligations under this Agreement and the other Loan
Documents.  In no event shall any
Participant under any such participation have any right to approve any
amendment or waiver of any provision of any Loan Document, or any consent to
any departure by Borrower or any of its Subsidiaries therefrom, except to the
extent that such amendment, waiver or consent would reduce the principal of, or
interest on, the Loans or any fees payable hereunder, or postpone the date of
the final maturity of the Loans, in each case to the extent subject to such
participation.  The Borrower agrees that
if amounts outstanding under this Agreement and the Loans are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum
extent permitted by applicable law, be deemed to have the right of setoff in
respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing directly
to it as a Lender under this Agreement, provided that, in purchasing
such participating interest, such Participant shall be deemed to have agreed to
share 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 the
benefits of Sections 2.13, 2.14 and 2.15 with respect to its participation
in the Commitments and the Loans outstanding from time to time as if it was a
Lender; provided that, in the case of Section 2.14, such
Participant shall have complied with the requirements of said Section and provided,
further, that no Participant shall be entitled to receive any greater
amount pursuant to any such Section than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.  (c)Any Lender other than
any Conduit Lender (an Assignor)
may, in accordance with applicable law, at any time and from time to time
assign to any Lender 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 the other Loan Documents pursuant to
an Assignment and Acceptance, executed by such Assignee and such Assignor, and
delivered to the Administrative Agent for its acceptance and recording in the
Register; provided (i) that, unless otherwise agreed by the Borrower and
the Administrative Agent, no such assignment to an Assignee (other than any
Lender or any Lender Affiliate) shall be in an aggregate principal amount of
less than $3,000,000, in each case except in the case of an assignment of all
of a Lenders interests under this Agreement or if a Default has occurred and
is continuing and (ii) such Assignee shall have complied with the
requirements of Section 2.14 of this Agreement. For purposes of the
proviso contained in the preceding sentence, the amount described therein shall
be aggregated in respect of each Lender and its Lender Affiliates, if any.  No Assignee shall be entitled to receive a
greater amount pursuant to Section 2.14 of this Agreement than the
Assignor would have been entitled to receive in respect of the assigned rights
and obligations had no such assignment occurred.  Any such assignment need not be ratable as
among the Facilities.  Upon such execution,
delivery, acceptance and recording, from and after the effective date
determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment and/or  49


Loans as set forth therein, and (y) the Assignor
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of an Assignors rights and obligations
under this Agreement, such Assignor shall cease to be a party hereto).  Notwithstanding the foregoing, any Conduit
Lender may assign at any time to its designating Lender hereunder without the
consent of the Administrative Agent any or all of the Loans it may have funded
hereunder and pursuant to its designation agreement and without regard to the limitations
set forth in the first sentence of this Section 10.6(c). Notwithstanding
anything in this Section 10.6(c) or elsewhere in this Agreement to
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, no Assignee
shall be entitled to receive any greater amount pursuant to any such Section hereof
than the Assignor would have been entitled to receive in respect of the amount
of the Loans transferred by such Assignor to such Assignee had no such transfer
occurred.  (d)The Administrative
Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 10.2
a copy of each Assignment and Acceptance delivered to it and a register (the Register) for the recordation of the names
and addresses of the Lenders and the Commitment of, and the principal amount of
the Loans owing to, each Lender from time to time.  The entries in the Register shall be
conclusive, in the absence of manifest error, and the Borrower, each other Loan
Party, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register as the owner of the Loans recorded therein for
all purposes of this Agreement.  Any
assignment of any Loan shall be effective only upon appropriate entries with
respect thereto being made in the Register.  (e)Upon its receipt of an
Assignment and Acceptance executed by an Assignor, an Assignee and any other
Person whose consent is required by Section 10.6(c), together with payment
to the Administrative Agent of a registration and processing fee of $4,000, the
Administrative Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) record the information contained therein in the
Register on the effective date determined pursuant thereto.  (f)For avoidance of
doubt, the parties to this Agreement acknowledge that the provisions of this Section 10.6
concerning assignments relate only to absolute assignments and that such
provisions do not prohibit assignments creating security interests, including
any pledge or assignment by a Lender to any Federal Reserve Bank in accordance
with applicable law.  (g)Each of the Borrower,
each Lender and the Administrative Agent hereby confirms that it will not
institute against a Conduit Lender or join any other Person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding under any state bankruptcy or similar law,
for one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Conduit Lender; provided, however, that
each Lender designating any Conduit Lender hereby agrees to indemnify, save and
hold harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.  50


(h)The Lender which is the
Letter of Credit Issuer may, upon thirty (30) days notice to Borrower, the
Administrative Agent and the Lenders, resign as Letter of Credit Issuer;
provided that such resignation shall not become effective until a successor Letter
of Credit Issuer is appointed.  In the
event of any such resignation, the Required Lenders shall appoint from among
the Lenders a successor Letter of Credit Issuer who shall be approved by the
Borrower (such approval not to be unreasonably withheld, conditioned or
delayed).  If a Lender which is the
Letter of Credit Issuer resigns as Letter of Credit Issuer, it shall retain all
the rights and obligations of the Letter of Credit Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as Letter of Credit Issuer and all Letter of Credit Exposure with
respect thereto.  10.7Adjustments; Set-off.  (a)  Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Lender or to the Lenders under a particular Facility, if any Lender (a Benefited Lender) shall, at any time after
the Loans and other amounts payable hereunder shall immediately become due and
payable pursuant to Section 8, receive any payment of all or part of the
Obligations owing to it, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 8(f), or otherwise), in a greater
proportion than any such payment to or collateral received by any other Lender,
if any, in respect of the Obligations owing to such other Lender, such
Benefited Lender shall purchase for cash from the other Lenders a participating
interest in such portion of the Obligations owing to each such other Lender, or
shall provide such other Lenders with the benefits of any such collateral, as
shall be necessary to cause such Benefited Lender to share the excess payment
or benefits of such collateral ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.  (b)In addition to any
rights and remedies of the Lenders provided by law, each Lender shall have the
right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, upon any
amount becoming due and payable by the Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise), to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Lender or any branch or agency thereof to or for the credit or
the account of the Borrower, as the case may be.  Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application
made by such Lender, provided that the failure to give such notice shall
not affect the validity of such setoff and application.  10.8Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  Delivery of an
executed signature page of this Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart hereof.  A set of the copies of this Agreement signed
by all the parties shall be lodged with the Borrower and the Administrative
Agent.  51


10.9Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.  10.10Integration.  This Agreement and the other Loan Documents
represent the entire agreement of the Borrower, the Administrative Agent and
the Lenders with respect to the subject matter hereof and thereof, and there
are no promises, undertakings, representations or warranties by the
Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.  10.11Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  10.12Submission To
Jurisdiction; Waivers.  The Borrower
hereby irrevocably and unconditionally:  (a)submits for itself and
its property in any legal action or proceeding relating to this Agreement and
the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States for the Southern District of New York, and appellate courts from any
thereof;  (b)consents that any such
action or proceeding may be brought in such courts and waives any objection
that it may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;  (c)agrees that service of
process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Borrower, as the case may be at its address set
forth in Section 10.2 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto;  (d)agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction; and  (e)waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any
legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.  10.13Acknowledgements.  The Borrower hereby acknowledges that:  (a)it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the
other Loan Documents;  52


(b)neither the
Administrative Agent nor any Lender has any fiduciary relationship with or duty
to the Borrower arising out 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, and the Borrower, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and  (c)no joint venture is
created hereby or by the other Loan Documents or otherwise exists by virtue of
the transactions contemplated hereby among the Lenders or among the Borrower
and the Lenders.  10.14Releases of Guarantees
and Liens.  (a)  Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 10.1) to take any action requested by the Borrower having the
effect of releasing any Collateral or guarantee obligations (i) to the
extent necessary to permit consummation of any transaction not prohibited by
any Loan Document or that has been consented to in accordance with Section 10.1
or (ii) under the circumstances described in paragraph (b) below.  (b)At such time as the Loans
and the other obligations under the Loan Documents (other than obligations
under or in respect of Specified Hedge Agreements) shall have been paid in full
and the Commitments have been terminated, the Collateral shall be released from
the Liens created by the Security Documents, and the Security Documents and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and the Borrower and each of its Subsidiaries and the
Loan Guarantor under the Security Documents shall terminate, all without
delivery of any instrument or performance of any act by any Person.  10.15Confidentiality.  Each of the Administrative Agent and each
Lender agrees to keep confidential all non-public information provided to it by
Borrower or any of its Subsidiaries pursuant to this Agreement that is
designated by such Loan Party as confidential; provided that nothing
herein shall prevent the Administrative Agent or any Lender from disclosing any
such information (a) to the Administrative Agent, any other Lender or any
Lender Affiliate, (b) subject to an agreement to comply with the
provisions of this Section, to any actual or prospective Transferee or any
direct or indirect counterparty to any Specified Hedge Agreement (or any professional
advisor to such counterparty), (c) to its employees, directors, agents,
attorneys, accountants and other professional advisors or those of any of its
affiliates, (d) upon the request or demand of any Governmental Authority, (e) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (f) if requested
or required to do so in connection with any litigation or similar proceeding, (g) that
has been publicly disclosed, (h) to the National Association of Insurance
Commissioners or any similar organization or any nationally recognized rating
agency that requires access to information about a Lenders investment
portfolio in connection with ratings issued with respect to such Lender, or (i) in
connection with the exercise of any remedy hereunder or under any other Loan
Document.  53


10.16WAIVERS OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.  10.17USA Patriot Act.  Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (title III of
Pub.L.107-56 (signed into law October 26, 2001)) (the Act), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrowers and other
information that will allow such Lender to identify the Borrower in accordance
with the Act.  The Borrower shall provide
such information promptly upon the request of the Administrative Agent.  54


IN
WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
Senior Credit Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.  AEROTURBINE,
  INC., as BorrowerBy:Name:Title:CALYON NEW
  YORK BRANCH, asAdministrative
  Agent and as a LenderBy:Name:Title:By:Name:Title:  55


HSH Nordbank
  AG, as Syndication Agentand as a
  LenderBy:Name:Title:By:Name:Title:  56


KfW, as a
  LenderBy:Name:Title:By:Name:Title:  57


DEKABANK
  DEUTSCHEGIROZENTRALE,
  as Co-DocumentationAgent and as
  a LenderBy:Name:Title:By:Name:Title:  58


WACHOVIA
  BANK, NATIONALASSOCIATION,
  as Co-DocumentationAgent and as
  a LenderBy:Name:Title:  59


NORDDEUTSCHE
  LANDESBANKGIROZENTRALE,
  as Co-DocumentationAgent and as
  a LenderBy:Name:Title:By:Name:Title:  60